SEVERANCE & RELEASE AGREEMENT
SEVERANCE
& RELEASE AGREEMENT
This
Severance Agreement and Release (“Agreement”) is made by and between InfoSearch
Media, Inc. (the “Company”), and Xxxxx
Xxxxxxxx XX
(“Employee”).
WHEREAS,
Employee was employed by the Company;
WHEREAS,
the Company and Employee have entered into a Proprietary Information and
Invention Agreement (the “Confidentiality Agreement”);
WHEREAS,
the Company and Employee have agreed to end the employment
relationship;
WHEREAS,
the Company desires to extend certain severance benefits to Employee, and in
return, Employee has agreed to release the Company from any claims arising
from
or related to the employment relationship;
NOW
THEREFORE, in consideration of the mutual promises made herein, the Company
and
Employee (collectively referred to as “the Parties”) hereby agree as
follows:
A.
Final
Date of Employment.
Employee’s employment with the Company will end on June
15, 2007.
B.
Consideration.
The
Company agrees to, on or before the final date of employment to engage the
Employee as a Consultant in accordance with the Consulting Agreement attached
hereto as Exhibit A.
C.
Confidential
Information.
Employee shall maintain the confidentiality of the terms of this Agreement
and
shall continue to maintain all confidential and proprietary information of
the
Company and shall continue to comply with the terms and conditions of the
Confidentiality Agreement between Employee and the Company. Employee shall
return all the Company property and confidential and proprietary information
in
her possession to the Company on or before the Effective Date of this Agreement.
D.
Payment
of Salary.
Company
agrees to pay on the final date of employment all salary, accrued but unused
PTO
time and any and all other benefits due to Employee through the final date
of
employment. This Agreement will become Effective concurrent with such
payments.
E.
Release
of Claims.
Employee
agrees that the consideration described in paragraph B, above, represents
settlement in full of all outstanding obligations owed to Employee by the
Company and in return for such consideration, Employee, on behalf of herself,
and her heirs, family members, executors, adminis-trators and affiliates, and
assigns, hereby fully and forever releases the Company and its officers,
directors, employees, investors, stockholders, administrators, affiliates,
divisions, subsidiaries, predecessor and successor corpora-tions, insurers,
and
assigns, from, and agrees not to xxx concerning, any claim, duty, obligation
or
cause of action relating to any matters of any kind, whether presently
known or unknown, suspected or unsuspected, arising from any omissions, acts
or
facts that have occurred up until and including the Effective Date of this
Agreement including, without limitation,
1.
any
and all claims relating to or arising from Employee’s employment relationship
with the Company or the termination of that relationship;
2.
any
and all claims relating to, or arising from, Employee’s right to purchase, or
actual purchase of shares of stock of the Company, including, without
limitation, any claims for fraud, misrepresentation, breach of fiduciary duty,
breach of duty under applicable state corporate law, and securities fraud under
any state or federal law;
3.
any
and all claims for wrongful discharge of employment; termination in violation
of
public policy; discrimination; breach of contract, both express and implied;
breach of a covenant of good faith and fair dealing, both express and implied;
promissory estoppel; negligent or intentional infliction of emotional distress;
fraud; negligent or intentional misrepresentation; negligent or intentional
interference with contract or prospec-tive economic advantage; unfair business
practices; defamation; libel; slander; negligence; personal injury; assault;
battery; invasion of privacy; false imprisonment; and conversion;
4.
any
and all claims for violation of any federal, state or municipal stat-ute,
including, but not limited to, Title VII of the Civil Rights Act of 1964,
the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967,
the Americans with Disabilities Act of 1990, the Fair Labor Standards Act,
the
Employee Retirement Income Security Act of 1974, The Worker Adjustment and
Retraining Notification Act; the California Fair Employment and Housing Act
or
similar state statute, and Labor Code section 201, et
seq.
and
section 970, et
seq.
or
similar state statute;
5.
any
and all claims for violation of the federal, or any state, constitution;
6.
any
and all claims arising out of any other laws and regulations relating to
employment or employment discrimination or unlawful harassment; and
7.
any
and all claims for attorneys’ fees and costs.
The
Company and Employee agree that the release set forth in this section shall
be
and remain in effect in all respects as a complete general release as to the
matters released. This Release does not extend to any obligations incurred
under
this Agreement. This Release does not extend to those rights which as a matter
of law cannot be waived, including but not limited to unwaivable rights the
Employee may have under the California Labor Code or any similar state
statute.
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F. Civil
Code Section 1542.
Employee understands and agrees that the release set forth in this Agreement
covers both claims that Employee knows about and those that he may not know
about. Employee waives any rights afforded by Section 1542 of the California
Civil Code, which 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.
Employee,
being aware of said code section, agrees to expressly waive any rights he may
have thereunder, as well as under any other statute or common law principles
of
similar effect.
G. No
Pending or Future Lawsuits.
The
Parties represent that they have no lawsuits, claims, or actions pending in
their name, or on behalf of any other person or entity, against the other Party
or any other person or entity referred to herein. Both Parties also represents
that they does not intend to bring any claims on their own behalf or on behalf
of any other person or entity against the other Party or any other person or
entity referred to herein.
H. No
Cooperation.
The
Parties agree that they will not counsel or assist any attorneys or their
clients in the presentation or prosecution of any disputes, differences,
grievances, claims, charges, or complaints by any third party against the other
Party and/or any officer, director, employee, agent, representative, shareholder
or attorney of the Company, unless under a subpoena or other court order to
do
so.
I. Non
Disparagement.
The
Parties agree that they will not act in any manner that might damage the
business of the Company or the reputation of the Employee, including, without
limitation, negatively representing the events surrounding Employee’s
termination of employment to other employee’s of the Company or to outside
parties. The Parties agree that neither will disparage the other in any manner,
including but not limited to negative representations of the Company, its
management or operations, or negative evaluations of Employee, his work
performance, ability to perform his duties, or knowledge and understanding
of
his job.
J. No
Admission of Liability.
No
action taken by the Parties hereto, or either of them, either previously or
in
connection with this Agreement shall be deemed or construed to be (a) an
admission of the truth or falsity of any claims heretofore made or (b) an
acknowledgment or admission by either party of any fault or liability whatsoever
to the other party or to any third party.
K. Costs.
The
Parties shall each bear their own costs, expert fees, attorneys' fees and other
fees incurred in connection with this Agreement.
L. Arbitration.
The
Parties agree that any and all disputes arising out of the terms of this
Agreement, their interpretation, and any of the matters herein released, shall
be subject to binding arbitration in Los Angeles County, California before
the
American Arbitration Association under its California Employment Dispute
Resolution Rules, or by a judge to be mutually agreed upon. The Parties agree
that the prevailing party in any arbitration shall be entitled to injunctive
relief in any court of competent jurisdiction to enforce the arbitration award.
The Parties agree that the prevailing party in any arbitration shall be awarded
its reasonable attorney's fees and costs.
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M. Authority.
The
Company represents and warrants that the undersigned has the authority to act
on
behalf of the Company and to bind the Company and all who may claim through
it
to the terms and conditions of this Agreement. Employee represents and warrants
that he has the capacity to act on her own behalf and on behalf of all who
might
claim through him to bind them to the terms and conditions of this Agreement.
Each Party warrants and represents that there are no liens or claims of lien
or
assignments in law or equity or otherwise of or against any of the claims or
causes of action released herein.
N. No
Representations.
Each
party represents that it has had the opportunity to consult with an attorney,
and has carefully read and understands the scope and effect of the provisions
of
this Agreement. Neither party has relied upon any representations or statements
made by the other party hereto which are not specifically set forth in this
Agreement.
O. Severability.
In the
event that any provision hereof becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this Agreement shall continue
in full force and effect without said provision.
P. Entire
Agreement.
This
Agreement represents the entire agreement and understanding between the Company
and Employee concern-ing Employee's employment by and separation from the
Company, and supersedes and replaces any and all prior agreements and
understandings concerning Employee's relationship with the Company and his
compensation by the Company, with the exception of the Confidentiality
Agreement.
Q. No
Oral Modification.
This
Agreement may only be amended in writing signed by Employee and the President
of
the Company.
R. Governing
Law.
This
Agreement shall be governed by the laws of the State of California (without
regard to the principles of conflict of laws thereof).
S. Effective
Date.
This
Agreement is effective when it has been signed by both Parties, except as
referenced above in Paragraph D.
T. Counterparts.
This
Agreement may be executed in counter-parts, and each counterpart shall have
the
same force and effect as an original and shall constitute an effective, binding
agreement on the part of each of the undersigned.
U. Voluntary
Execution of Agreement.
This
Agreement is executed voluntarily and without any duress or undue influence
on
the part or behalf of the Parties hereto, with the full intent of releasing
all
claims. The Parties acknowledge that:
1. They
have
read this Agreement;
2. They
have
been represented in the preparation, negotiation, and execution of this
Agreement by legal counsel of their own choice or that they have voluntarily
declined to seek such counsel;
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3. They
understand the terms and consequences of this Agreement and of the releases
it
contains;
4. They
are
fully aware of the legal and binding effect of this Agreement.
IN
WITNESS WHEREOF, the Parties have executed this Agreement on the respective
dates set forth below.
Dated:
_________,
2007 By:
/s/ Xxxxxx
Xxxxxxx
Name:
Xxxxxx Xxxxxxx
Title:
President and CEO
Xxxxx
Xxxxxxxx XX, an individual
Dated:
_________,
2007 /s/
Xxxxx Xxxxxxxx
XX
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