Exhibit 10.27
LIMITED RELEASE AND AGREEMENT TO INDEMNIFY
This LIMITED RELEASE and INDEMNIFICATION ("Release") is being
executed and delivered by the undersigned (the "Releasing Party"), in accordance
with the Placement Agent Agreement dated June ___, 2003 entered into between
DynCorp and Network 1 Financial Securities, Inc. (the "Agreement").
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound,
Releasing Party hereby agrees as follows:
1. The Releasing Party hereby releases and forever discharges DynTek,
Inc, a Delaware Corporation, ("DynTek") and each of its affiliates, and each of
its and its affiliates' stockholders, partners, controlling persons, successors
and assigns (individually, a "Released Party" and collectively, "Released
Parties") from any and all claims, demands, proceedings, causes of action,
orders, obligations, contracts, agreements, debts and liabilities whatsoever,
whether known or unknown, fixed or contingent, both at law and in equity, which
the Releasing Party now has, has ever had or may hereafter have against the
respective Released Parties arising out of claims against DynTek solely as they
relate to its obligation to indemnify DynCorp from and to replace the Labor and
Material Payment Bond issued by National Union Fire Insurance Buyer of
Pittsburgh, PA ("AIG")issued on July 2, 2001 having Bond Number 21-69-33
("Surety Bond") to the Commonwealth of Virginia in the amount of Two Million
Three Hundred and Ninety Two Thousand One Hundred and Twenty Five Dollars
($2,392,125), (the "Penal Sum of the Bond"). In addition, DynCorp agrees to
indemnify DynTek for any surety claims made against DynTek by AIG pursuant to
the Surety Bond up to the limit of the Penal Sum of the Bond. Any claims in
excess of the Penal Sum of the Bond are not released and DynCorp specifically
retains its indemnity from DynTek.
2. This Release and Indemnification shall be governed by and construed in
accordance with the internal laws of the Commonwealth of Virginia. The Releasing
Party designates the state courts of the Commonwealth of Virginia located in
Arlington, Virginia or the United States Federal District Court located in the
Eastern District of Virginia having jurisdiction for the purposes of any suit,
action or other proceeding arising out of this Limited Release. The Releasing
Party irrevocably and unconditionally waives the right to trial by jury and any
objection to the laying of venue of any action, suit or proceeding arising out
of this Release in any such court and hereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that
any such action, suit or proceeding brought in such court has been brought in an
inconvenient forum.
3. If any term or provision specified herein is held by a court of
competent jurisdiction to be in violation of any applicable local, state or
federal ordinance, statute, law, administrative or judicial decision, or public
policy, and if such court should declare such term or provision to be illegal,
invalid, unlawful, void, voidable, or unenforceable as written, then such
provision shall be given full force and effect to the fullest possible extent
that it is legal, valid and enforceable, and the remainder of the terms and
provisions herein shall be construed as if such illegal, invalid, unlawful,
void, voidable or unenforceable term or provision was not contained herein, but
only to the extent that giving effect to such provision and the remainder of the
terms and provisions hereof shall be in accordance with the intent of the
parties as reflected in this Release.
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4. This Limited Release may not be amended or waived except in a writing
signed by the person against whose interest such amendment or waiver shall
operate.
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IN WITNESS WHEREOF, the undersigned has executed and delivered this
Release as of this _____ day of June, 2003.
DynCorp
By:
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Name:
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Title:
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