EXHIBIT 10.1
[LETTERHEAD OF AUTOMOTIVE DIAGNOSTICS]
September 27, 1996
Xx. Xxx W. Xxxxxx, President
MotorVac Technologies, Inc.
0000 X. Xxxxxxx Xxx
Xxxxx Xxx, Xxxxxxxxxx 00000
Re: MotorVac Technologies Inc. Products Distribution Agreement dated November
16, 1995 with Automotive Diagnostics, a division of SPX Corporation
Dear Mr. Xxxxxx,
This will confirm the voluntary cancellation of the above Agreement by the
mutual consent of both MotorVac and Automotive Diagnostics in accordance with
the following which shall apply notwithstanding anything in the Agreement to the
contrary:
1. The cancellation shall be effective September 15, 1996 after receipt and
return of signed copy of this letter.
2. Each part acknowledges there is no default, alleged default or claim of
default on the part of the other party.
3. The cancellation is voluntary and by the mutual consent of the parties.
4. Each party represents it has not assigned any interest in, to or under the
Agreement to any other person.
5. MotorVac is privileged to enter into a new or different distribution
agreement for all or part of the territory described in the Agreement with
any person as MotorVac may in its sole discretion desire or elect.
6. As of the effective date of cancellation each party shall be relieved,
released and discharged of and from any and all obligations owing under the
Agreement except those which relate to a) warranties on products sold prior
to the date of cancellation, b) liabilities required to be insured, covered
by insurance or for which product liability insurance was to be provided,
c) uncompleted orders accepted by MotorVac prior to the date of
cancellation and obligation for payment of the same, d) choice of law,
choice of forum and dispute resolution provisions, and e) unfilled
repurchase obligations.
7. Except as set forth above this shall be in full settlement and satisfaction
of all claims either party may have against the other for any transactions
occurring between the parties to date and each party waives, acquits,
releases and forever discharges the other, its officers, directors,
employees and agents, of and from any and all manner of actions, causes of
action, debts, rights, damages, liabilities, claims or demands which either
now has or may hereafter arise out of or under the Agreement.
If this is consistent with your understanding kindly sign and return an original
copy of this letter to me.
Very truly yours,
/s/ Xxx X. Xxxxx
Xxx X. Xxxxx
President
Accepted and Agreed:
MotorVac Technologies, Inc.
By /s/ Xxx X. Xxxxxx
--------------------
Xxx X. Xxxxxx
Its President
/ts
