EXHIBIT 10.6
GENERAL RELEASE
The undersigned, his or her heirs, successors, and/or assigns and any party
claiming through or under the undersigned (individually and collectively, the
"Releasors"), for good and valuable consideration, including, without
limitation, the sum of Ten Dollars ($10.00), the receipt, sufficiency and
adequacy of which are hereby acknowledged, does hereby forever release,
discharge and acquit a21, Inc. a Texas corporation ("a21") and Agence 21, Inc. a
Delaware corporation ("Agence") and all of their respective employees, officers,
directors and affiliates (individually and collectively, the "Releasees") of and
from any and all claims, demands, obligations, liabilities, indebtedness,
breaches of contract, breaches of duty or of any relationship, acts, omissions,
malfeasance, cause or causes of action, debts, sums of money, accounts,
compensations, contracts, controversies, promises, damages, costs, losses and
expenses of every type, kind, nature, description or character and irrespective
of how, why or by reason of what facts, whether heretofore or now existing or
hereafter discovered, or which could, might or may be claimed to exist, of
whatever kind or name, whether known or unknown, suspected or unsuspected,
liquidated or unliquidated, whether at law, equity or in administrative
proceedings, whether at common law or pursuant to federal, state or local
statute, each as though fully set forth herein at length, which the Releasors,
or any one or more of them, ever had, now have or which may result from the
existing or past state of things, from the beginning of the world to September
30, 2002, related in any way to the undersigned's employment, consulting or
affiliation with a21 and/or Agence, including without limitation, in connection
with accrued and unpaid wages, benefits and/or bonuses, if any, due and payable
to Releasors.
This release includes, but is not limited to, claims arising under federal,
state and local statutory or common law, including, but not limited to, the Age
Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the
California Fair Employment and Housing Act, claims for wrongful discharge under
any public policy or any policy of A21, claims for breach of fiduciary duty, and
the laws of contract and tort; and any claim for attorney's fees. Releasors
promise never to file a lawsuit or assist in or commence any action asserting
any claims, losses, liabilities, demands, or obligations released hereunder.
The Releasors hereby agree, represent and warrant that the matters released
herein are not limited to matters that are known or disclosed. In this regard,
the Releasors hereby agree, represent and warrant that they realize and
acknowledge that factual matters which have occurred through the date hereof,
but which are now unknown to them, may have given or may hereafter give rise to
causes of action, claims, demands, debts, controversies, damages, costs, losses
and expenses which are presently unknown, unanticipated and unsuspected and they
further agree, represent and warrant that the release contained herein has been
negotiated and agreed upon in light of that realization and that they
nevertheless hereby intend to release, discharge and acquit the Releasees from
any such unknown causes of action, claims, demands, debts, controversies,
damages, costs, losses and expenses of any kind or nature whatsoever.
THE UNDERSIGNED HEREBY ACKNOWLEDGES THAT HE OR SHE IS FAMILIAR WITH SECTION 1542
OF THE CIVIL CODE OF THE STATE OF CALIFORNIA OR ANY ANALOGOUS STATE LAW OR
FEDERAL LAW OR REGULATIONS ("SECTION 1542"). SECTION 1542 OF THE CALIFORNIA
CIVIL CODE READS AS FOLLOWS:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE
TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
THE UNDERSIGNED HEREBY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS AND BENEFITS
WHICH HE OR SHE HAS OR MAY HAVE UNDER SECTION 1542 TO THE FULL EXTENT THAT HE OR
SHE LAWFULLY MAY WAIVE AND RELINQUISH ANY AND ALL SUCH RIGHTS AND BENEFITS.
It is hereby further understood and agree that the acceptance of delivery of
this release by the Releasees shall not be deemed or construed as an admission
of liability by the Releasees and the Releasees expressly deny liability of any
kind or nature whatsoever arising from or related to the subject of this
Release.
The undersigned hereby expressly agrees that any contract, agreement,
arrangement or other understanding, if any, in each case whether written or
oral, between the undersigned and any of the Releasees entered into on or prior
to the date hereof is or are hereby terminated and null and void, of no further
force and effect; provided, however, that anything contained herein to the
contrary notwithstanding, any Non-disclosure Agreement, Assignment of Inventions
Agreement and Stock Option Allocations and Agreements between the undersigned
and Agence or A21 shall remain in full force and effect and are not modified or
affected in any way by this General Release and Termination.
This release may not be changed orally. This release, regardless of where
executed or performed, shall be governed by, construed and enforced in
accordance with the laws of the State of New York applicable to agreements
executed and to be wholly performed therein (without reference to any conflicts
of law principles thereunder).
IN WITNESS HEREOF, the undersigned has executed this General Release and
Termination the ____ day of September, 2002.
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Signature
---------------------------------
Name (please print or type)
ACCEPTED AND AGREED
a21, INC.
By:
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Xxxx Xxxxx
President
AGENCE 21, INC.
By:
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Xxxxxx Xxxxx
Chairman
