SETTLEMENT AGREEMENT AND RELEASE
This
Settlement Agreement and Release (the “Agreement”) is dated April 25, 2007 and
is made by and between Stursberg & Xxxxx (“Plaintiff”) and Tech
Laboratories, Inc. (“Defendant”). Plaintiff and Defendant are collectively
referred to herein as the “Settling Parties.”
WHEREAS,
Plaintiff filed a lawsuit against Defendant before the United States District
Court for the Southern District of New York entitled Stursberg
& Xxxxx v.
Tech Laboratories, Inc.,
Case
No. 04-CV-5161 (NRB) (the “Matter”);
WHEREAS,
on
December 5, 2005 a judgment was filed by the court with respect to the matter
in
favor of the Plaintiff, for the payment of $204,834.10, including
interest;
WHEREAS,
the
Settling Parties have concluded that it is in their individual and mutual best
interests to resolve this matter amicably and end all controversy between
them.
NOW,
THEREFORE,
in
consideration of the mutual conditions and covenants contained in this
Agreement, and for other good and valuable consideration, the sufficiency and
receipt of which is hereby acknowledged, it is hereby stipulated, consented
to
and agreed by and between Plaintiff and Defendant as follows:
1. Defendant
shall pay Plaintiff the total sum of One Hundred Thousand Dollars and No Cents
($100,000.00) (the “Settlement Payment”) payable via
wire
transfer of immediately available funds to the account designated and set forth
on Exhibit A, annexed hereto; provided, however, if the Settlement
Payment is not made in full on or before 5:00 P.M. (EST) on April 30, 2007,
this
Agreement shall be null and void and the judgment shall remain in full force
and
effect.
2. Upon
receipt and clearance of the Settlement Payment, Plaintiff releases and
discharges Defendant, and its officers, directors, employees, agents, partners
and shareholders, from all actions, cause of action, suits, debts, dues, sums
of
money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments,
extents, executions, claims, and demands whatsoever, in law, admiralty or
equity, against Defendant, that Plaintiff or its successors and assigns ever
had
or now have for, upon, or by reason of any matter related to the Matter, whether
or not known or unknown, from the beginning of the world to the day of the
date
of this release.
3. Upon
receipt and clearance of the Settlement Payment, Defendant releases and
discharges the Plaintiff, and its officers, directors, employees, agents,
partners and shareholders, from all actions, cause of action, suits, debts,
dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants,
contracts, controversies, agreements, promises, variances, trespasses, damages,
judgments, extents, executions, claims, and demands whatsoever, in law,
admiralty or equity, against the Plaintiff, that Defendant or its successors
and
assigns ever had or now have for, upon, or by reason of any matter related
to
the Matter, whether or not known or unknown, from the beginning of the world
to
the day of the date of this release.
4. Plaintiff
warrants and represents that no other person or entity has any interest in
the
matters released herein, and that he has not assigned or transferred, or
purported to assign or transfer, to any person or entity all or any portion
of
the matters released herein.
5. Each
party shall be responsible for their own attorneys’ fees and costs.
6. All
parties acknowledge and represent that: (a) they have read the Agreement; (b)
they clearly understand the Agreement and each of its terms; (c) they fully
and
unconditionally consent to the terms of this Agreement; (d) they have had the
benefit and advice of counsel of their own selection; (e) they have executed
this Agreement, freely, with knowledge, and without influence or duress; (f)
they have not relied upon any other representations, either written or oral,
express or implied, made to them by any person; and (g) the consideration
received by them has been actual and adequate.
-2-
7. This
Agreement contains the entire agreement and understanding concerning the subject
matter hereof between the Settling Parties and supersedes and replaces all
prior
negotiations, proposed agreement and agreements, written or oral. Each of the
parties hereto acknowledges that neither any of the parties hereto, nor agents
or counsel of any other party whomsoever, has made any promise, representation
or warranty whatsoever, express or implied, not contained herein concerning
the
subject hereto, to induce it to execute this Agreement and acknowledges ands
warrants that it is not executing this Agreement in reliance on any promise,
representation or warranty not contained herein.
8. This
Agreement may not be modified or amended in any manner except by an instrument
in writing specifically stating that it is a supplement, modification or
amendment to the Agreement and signed by each of the Settling
Parties.
9. Should
any provision of this Agreement be declared or be determined by any court or
tribunal to be illegal or invalid, the validity of the remaining parts, terms
or
provisions shall not be affected thereby and said illegal or invalid part,
term
or provision shall be severed and deemed not to be part of this
Agreement.
10. This
Agreement may be executed in facsimile counterparts, each of which, when all
parties have executed at least one such counterpart, shall be deemed an
original, with the same force and effect as if all signatures were appended
to
one instrument, but all of which together shall constitute one and the same
Agreement.
11. This
Agreement shall be construed without regard to any presumptions against the
party causing the same to be prepared.
-3-
12. This
Agreement constitutes the entire agreement and supersedes all prior agreements
and understandings, oral and written, between the Settling Parties hereto with
respect to the subject matter hereof.
IN
WITNESS WHEREOF,
the
parties have duly executed this Agreement as of the date first indicated
above.
| STURSBERG & XXXXX | ||
| |
|
|
| By: | /s/ XXXXXX XXXXXXXXX | |
|
Xxxxxx Xxxxxxxxx, Partner |
||
| TECH LABORATORIES, INC. | ||
| |
|
|
| By: | /s/ XXXX XXXX | |
|
Xxxx Xxxx, Chief Executive Officer |
||
-4-
