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Exhibit 10.17
SETTLEMENT AGREEMENT & MUTUAL GENERAL RELEASE
THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (the "Agreement"),
entered into this January 19, 2001, by and amount XXXXXX X. XXXXXXXXXX, M.D.,
P.A., a Florida professional corporation (the "P.A."), XXXXXX X. XXXXXXXXXX,
M.D. and XXXXX XXXXXXXXXX, individually and as Shareholders of P.A.
(collectively, "Federgreen"), and METCARE OF FLORIDA, INC., a Florida
corporation and wholly owned subsidiary of Metropolitan Health Networks, Inc.
(collectively, "Metcare").
WHEREAS, the Seller is engaged in the business of providing medical
services and related activities, such activities are hereby being referred to as
the "Practice."
WHEREAS, in or about December 30, 1999, Federgreen and Metcare entered
into written contracts that included, but not limited to, an Asset Purchase
Agreement (the "Agreements").
WHEREAS, the parties have decided in good faith to dissolve any and all
said Agreements executed and have mutually agreed to execute this Agreement as
evidenced of thereof.
NOW, THEREFORE, the parties agree as follows:
1. Upon the execution of this Settlement Agreement and Mutual
General Release by all parties, in consideration for any and
all remaining amount due to Seller pursuant to said Asset
Purchase Agreement, Metcare of Florida will pay Federgreen a
sum totoal of [$40,000].
2. The form of payment is as follows:
a. $13,000 in cash in three equal [monthly] installments
commencing February 15, 2001.
b. The remaining balance of $27,000 will be paid in the
form of 14,000 shares of common stock of Metropolitan
Health Networks, Inc. at a mutually agreed value of
$2.00, ( the "Shares"); the Shares will be issued
pursuant to Rule 144 of the SBC with registration
rights upon the first registration filing by
Metropolitan Health Networks, Inc., after the date
hereof; provided, the registration will be no later
than 180 days after the execution of this Agreement;
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3. In consideration for the mutual relinquishment of their
respective rights and the payments hereunder, the parties
agree to hereby remise, release, acquit, satisfy and forever
discharge each other of and from all manner of actions, causes
of action, suits, debts, sums of money, agreements, promises,
damages, judgments, claims and demands whatsoever in law or in
equity, either known or unknown, which they ever had or now
have upon or by reason of any matter, cause or thing
whatsoever pursuant to the Asset Purchase Agreement, executed
as set forth herein, or any other matter.
4. The parties agree and consent that this Agreement shall be
binding on all the parties and upon their heirs,
administrators, representatives, executors, successors and
assigns and shall inure to their benefit and to that of their
heirs, administrators, representatives, executors, successors
and assigns.
5. The parties agree that in consideration for the payments and
promises herein, no arbitration or legal action will be filed.
If Metcare fails to make payment or otherwise is in violation
of the Agreement, the non compete Agreement shall have no
effect. Any and all causes of action and any and all defenses
to that action is barred and forever discharged. The parties
understand and agree that this Agreement shall be governed by
and construed in accordance with the laws of the State of
Florida without reference to its conflict of laws provisions.
Notwithstanding the foregoing, jurisdiction for litigation of
any dispute, controversy or claim, if any, arising out of or
in connection with this Settlement shall be in the State of
Florida and the parties agree to submit jurisdiction of said
court for litigation of any dispute. The prevailing party in
any action brought to enforce the terms of this Agreement
shall be entitled to recover its attorneys' fees and costs
incurred.
6. Each party represents and warrants to each other party that it
has full power, authority and legal right to execute this
document on its own behalf and any other corporate party that
may be involved herein. Moreover, each party represents to
each other that is has not executed this Agreement or any
document required to be executed pursuant to this Agreement
under any duress, under pressure, or fraud and that each party
hereby expressly agrees to be legally and equitably bound by
the express terms, or representations, warranties, covenants
and conditions contained herein.
7. The parties expressly acknowledge, understand and agree that
this Agreement provided herein is in the best interest of both
parties, is being entered into for the purpose of avoiding
additional litigation and in compromise of disputed claims,
and that with the exception of the terms and limitations set
forth in this Agreement, nothing herein shall be construed or
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offered as an admission of liability on behalf of any party or
with respect to any claim asserted by, or against any party.
8. This Agreement represents the entire understanding and
agreement of the Parties hereto and all prior negotiations,
discussions and representations are deemed merged into the
terms, provisions, and conditions hereof provided, however
that notwithstanding anything contained herein to the
contrary, all representation and warranties by Federgreen set
forth in the Asset Purchase Agreement dated December 30, 1999,
shall be incorporated herein by reference and made a part
hereof. This Agreement may be executed in separate
counterparts, which together shall make the entirety of the
Agreement.
9. The parties hereby represent to each other that they fully
understand their right to review all aspects of this Agreement
with an attorney or counsel, and have carefully read and fully
understand all the provisions of this Agreement, and that they
have freely, knowingly and voluntarily entered into this
Agreement.
* * * * * *
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IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the date first written above.
XXXXXX X. XXXXXXXXXX, M.D., P.A.
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx, President
XXXXXX X. XXXXXXXXXX, M.D.
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx, M.D.
Title: President
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XXXXX XXXXXXXXXX
/s/ Xxxxx Xxxxxxxxxx
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METCARE OF FLORIDA, INC.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: COO
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