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Exhibit 99.2
Conformed Copy
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release is entered into by and among
▇▇▇▇▇▇▇ Consulting, Inc. ("▇▇▇▇▇▇▇") and Ciao Cucina Corporation ("CCC") and
Ciao Playhouse, inc. ("CPI") and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇") this 16th day of
August, 1998.
WHEREAS, prior to December 9, 1997, ▇▇▇▇▇▇ was employed as an
independent contractor by ▇▇▇▇▇▇▇; and
WHEREAS, in that capacity ▇▇▇▇▇▇ executed an Employment Agreement,
Independent Contractor Agreement and Confidentiality and Non Competition
Agreement; and
WHEREAS, subsequent to December 9, 1997, ▇▇▇▇▇▇ became employed by CPI
and referred certain management candidates to CPI and CCC; and
WHEREAS, a distpute has arisen among the parties with respect to the
propriety of ▇▇▇▇▇▇'▇ actions and the nature of CCC's and CPI's financial
obligation to ▇▇▇▇▇▇▇; and
WHEREAS, ▇▇▇▇▇▇▇ filed suit in the Cuyahoga County Court of Common
Pleas, which suit was assigned to Judge ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and designated as
Case Number 357786 (the "subject Litigation"); and
WHEREAS, it is the desire of the parties to clarify the rights and
obligations of the parties and to resolve all disputes among them without resort
to further litigation:
NOW THEREFORE, in consideration of the mutual promises contained herein
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. ▇▇▇▇▇▇, CCC and/or CPI pay to ▇▇▇▇▇▇▇, the sum of Nine Thousand Five
Hundred Dollars ($9,500.00)(the "Settlement Amount") as follows: (a) Four
Thousand Seven Hundred Fifty Dollars ($4,750.00) on or before August 15, 1998
and (b) Four Thousand Seven Hundred Fifty Dollars ($4,750.00) on or before
September 15, 1998.
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2. Upon payment of the last installment of the Settlement Amount,
▇▇▇▇▇▇▇ shall dismiss, with prejudice, the Subject Litigation.
3. ▇▇▇▇▇▇ shall return to ▇▇▇▇▇▇▇ any files, documents, and/or
information he has relating to management candidates whom ▇▇▇▇▇▇▇ has or does
represent as well as any other files, documents or information relating to the
business of ▇▇▇▇▇▇▇. Further, ▇▇▇▇▇▇ agrees to abide by the terms of the
Confidentiality and Non Competition Agreement into which he entered with
▇▇▇▇▇▇▇.
4. ▇▇▇▇▇▇▇ releases and forever discharges for itself and each of its
respective principals, agents, affiliates, subsidiaries, administrators, heirs,
successors and assigns, ▇▇▇▇▇▇, CCC and CPI and their respective principals,
agents, affiliates, subsidiaries, administrators, heirs, successors and assigns,
from any and all claims and demands, actions and causes of action, damages,
either direct or consequential, costs, expenses and compensation on account of,
or in any way growing out of any loss or damage sustained by it, in person or in
property, at any time, from any other matter which was, or could have been
raised, which it now has or might have, or which it may hereafter have from
anything which has heretofore happened and specifically arising from their
employment of ▇▇▇▇▇▇ and ▇▇▇▇▇▇'▇ placement of management candidates with CCC
and/or CPI.
5. ▇▇▇▇▇▇ CCC and CPI release and forever discharge for themselves and
each of their respective principals, agents, affiliates, subsidiaries,
administrators, heirs, successors and assigns, ▇▇▇▇▇▇▇ and each of its
respective principals, agents, affiliates, subsidiaries, administrators, heirs,
successors and assigns, from any and all claims and demands, actions and causes
of action, damages, either direct or consequential, costs, expenses and
compensation on account of, or in any way growing out of any loss or damage
sustained by them, in person or in property, at any time, from any other matter
which was, or could have been raised, which they now have or might have, or
which they may hereafter have from anything which has heretofore happened and
specifically arising from their business relationship with ▇▇▇▇▇▇▇.
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6. Carroll, Walker, CCC and CPI agree to maintain the absolute
confidentiality of the existence and details of this Settlement Agreement and
further agree to refrain from disclosing the existence and terms of the
Settlement Agreement to any individual, person, or entity, except with respect
to matters related to a breach of this Agreement.
7. Carroll, Walker, CCC and CPI agree that the entry into this
Settlement Agreement does not constitute an admission of any of the claims in
the Subject Litigation but is rather a method to resolve disputed matters among
them.
8. Carroll, Walker, CCC and CPI agree that this Settlement Agreement
cannot be changed, modified or superseded except by another written document
which has been executed by the parties.
9. Any term or provision of this Settlement Agreement which is held
invalid or unenforceable, shall be ineffective to the extent of such invalidity
or unenforceability without rendering invalid or unenforceable the remaining
terms and provisions of this Agreement.
10. This Settlement Agreement may be executed in any number of
counterparts, each of which, when executed, shall be deemed to be an original
and all of which together shall be deemed to be one and the same instrument.
WHEREFORE, having first read this Settlement Agreement, Carroll,
Walker, CCC and CPI hereby acknowledge the same.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ CONSULTING, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, President
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CIAO CUCINA CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, President
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CIAO PLAYHOUSE, INC.
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By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
The foregoing Settlement Agreement and Release was acknowledged before
me this 16th day of August, 1998 by ▇▇▇▇ ▇▇▇▇▇▇▇ of ▇▇▇▇▇▇▇ Consulting, Inc.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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NOTARY PUBLIC
My Commission Expires: Never
STATE OF OHIO )
) SS:
COUNTY OF ▇▇▇▇▇▇▇▇ )
The foregoing Settlement Agreement and Release was acknowledged before
me this 12th day of August, 1998 by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ of Ciao Cucina Corporation.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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NOTARY PUBLIC
My Commission Expires: April 20, 1999
STATE OF OHIO )
) SS:
COUNTY OF ▇▇▇▇▇▇▇▇ )
The foregoing Settlement Agreement and Release was acknowledged before
me this 12th day of August, 1998 by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ of Ciao Playhouse, Inc.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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NOTARY PUBLIC
My Commission Expires: April 20, 1999
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STATE OF OHIO )
) SS:
COUNTY OF ▇▇▇▇▇▇▇▇ )
The foregoing Settlement Agreement and Release was acknowledged before
me this 12th day of August, 1998 by ▇▇▇▇▇ ▇▇▇▇▇▇.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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NOTARY PUBLIC
My Commission Expires: October 30,2001
