Exhibit 99.4
SETTLEMENT AGREEMENT
This Settlement Agreement ("Agreement") is entered into by and between
E-City Software, Inc., a Nevada corporation ("E-City") and Xxxxxxxxx.xxx, Inc.,
a Washington State Corporation ("Cityscape") as of May 23, 2003.
Preamble
WHEREAS, E-City is a software company which produces computerized maps
for use on the Internet and in the network computer environment; AND
WHEREAS, Cityscape is a media company which operates an Internet based
city guide under the domain xxx.xxxxxxxxx.xxx; AND
WHEREAS, On September 15, 1999, Cityscape (then known as
0XXxxxxxxxx.xxx, Inc.) and Butterfly Software, Inc., (E-City's wholly owned
subsidiary) entered into a Software License Agreement, as amended on September
1, 2000 ("License"), which specified that E-City would build and license certain
3D City Map technology to Cityscape under terms and conditions contained in the
license and for a payment amount to be paid in payments according to a specified
delivery schedule; AND
WHEREAS, To date, E-City has delivered a portion of the specified
product and Cityscape has paid a portion of the total payments; AND
WHEREAS, Cityscape has undergone material changes in its financial
situation and business strategy that make full-payment of the remaining balance
impossible; AND
WHEREAS, E-City has ceased to operate its computer mapping business
under the model that has existed previously and no longer desires to support the
product in the License, which makes the License, without the capability of being
updated, of significantly less commercial value than Cityscape has already paid
under the contract to date; AND
WHEREAS, E-City has ongoing obligations to customers in computer
mapping that it no longer desires to service; AND
WHEREAS, Cityscape is willing and able to service E-City's existing
computer mapping customers; AND WHEREAS, the Parties desire to make a
full and fair settlement between them, releasing E-City from any
continuing support obligations and any obligations to its existing customers;AND
WHEREAS, E-City is willing to make a small amount of restitution to
Cityscape for the substantial sums advances under the License; AND
THEREFORE, in an effort to come to a mutually acceptable settlement and
satisfactory conclusion to the business matters between the parties, it is
resolved that:
1. Cancellation. Cityscape shall absolve and release E-City of any obligations
for support, updates, maintenance or warranty that are contained in the
License or otherwise required by law or custom and practice in the
industry. Cityscape agrees to accept the delivered Butterfly Software
Technology, as defined in the License, as is and waives any additional
rights granted by E-City in the License unless specifically enumerated in
this Agreement. E-City grants Cityscape a perpetual, royalty free,
transferable, non-exclusive, assignable, sublicensable license to the
Butterfly Software Technology as delivered. Furthermore, Cityscape releases
E-City from Section 15 of the License, "Non Compete" and from every other
obligation of E-City under the License Agreement except as specifically
enumerated in this Agreement.
2. Release and Assignment. E-City releases Cityscape from any further
financial obligation contained in the License and forever waives and
discharges any rights to collect further payment from Cityscape under the
License Agreement. Cityscape shall retain its non-exclusive license to the
Butterfly Software Technology as contained in the License Agreement. E-City
hereby assigns all right, title and interest to any software license
agreement or other arrangement with the Town of Oakville, Ontario and with
the City of Markham, Ontario ("Customers") to Cityscape. Cityscape agrees
to indemnify and hold harmless E-City from any claims of any kind or
character made by Customers against E-City.
3. Payment. In consideration of the mutual promises contained herein and in
consideration of the substantial diminution in value of the License due to
E-City's lack of ongoing support for the Butterfly Software Technology,
E-City agrees to deliver to Cityscape the sum of $40,000 immediately upon
execution of this Agreement.
4. Mutual Release. Other that as enumerated in this Agreement, E-City and
Cityscape, on behalf of their officers, directors, employees, shareholders,
successors, assigns, service providers hereby forever release, discharge,
cancel and waive any claim, right, entitlement, cause of action that they
may have against each other, including against officers, directors,
employees, shareholders, successors, assigns, service providers of each
other. Such a release is without limitation. Both parties specifically
waive any provision under Nevada or other law regarding presently unknown
claims and waives and discharges permanently any claim, whether known or
unknown.
5. Counsel. The Parties understand that this is a binding, valid legal
Agreement and that they are irrevocably waiving all rights to pursue any
claim whatsoever against each other. The Parties each agree that they have
had the opportunity to review this Agreement with counsel or have chosen
not to do so, fully aware of the legally binding and irrevocable nature of
this Agreement.
6. Authority. Each party represents and covenants that it has the proper
authority to enter into this Agreement and that the terms of this Agreement
are not prohibited by any other contractual instrument or obligation.
7. Miscellaneous. This Agreement constitutes the sole Agreement between the
parties and amends and replaces any prior written or other understanding
between the parties concerning the subject matter of this Agreement. If any
court of competent jurisdiction shall find a portion of this Agreement
unenforceable, the unenforceable portion shall be removed and the Agreement
adjusted accordingly. The laws of the State of Nevada govern this
Agreement. This Agreement may be signed in counterparts, which together
shall constitute one original.
Agreed and Accepted on the date first written above by,
E-City Software, Inc.
A Nevada Corporation
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx
Chief Executive Officer, Director and Principal Accounting Officer
Xxxxxxxxx.xxx, Inc.
A Washington State Corporation
By: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
Chief Executive Officer and Director
