EXHIBIT 10.1
NORTH CAROLINA
WAKE COUNTY
TERMINATION AGREEMENT
THIS AGREEMENT made and entered into effective January 31, 2006, by and
between XXXXXXX XXXX PARTNERSHIP, a North Carolina Partnership and
R.E.C.-XXXXXXX XXXX, LLC, a North Carolina limited liability company and
successor in interest to R.E.C. Properties, L.L.C., collectively, "Landlord,"
and INTERNET COMMERCE CORPORATION, a Delaware Corporation, hereinafter called
"Tenant".
WITNESSETH:
WHEREAS, Landlord entered into a lease with Research Triangle Consultants,
Inc. dated May 13, 1999 (the "Lease") for certain space in the Xxxxxxx Xxxx
Office Building as designated in the Lease (the "Premises"); and
WHEREAS, the Lease was amended pursuant a Commencement Agreement-Xxxxxxx
Xxxx dated October 19, 1999, and an Amendment to Lease dated July 15, 2000;
WHEREAS, Research Triangle Consultants, Inc., subsequent to changing its
name to Research Triangle Commerce. Inc., merged into it parent company,
Internet Commerce Corporation ("Tenant ") effective December 31, 2004; and
WHEREAS, Landlord and Xxxxxxx desire to terminate the Lease effective
January 31, 2006, under the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the receipt of Ten Dollars ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which
is acknowledged.
1. Lump Sum Settlement. Tenant shall remit to Landlord the sum of $120,000.00
(the "Lump Sum Settlement") in cash or certified funds on or before January 31,
2006.
2. Termination of Lease. Upon payment of the Lump Sum Settlement as set forth
above, Landlord and Tenant agree to terminate the Lease effective January 31,
2006, and neither party shall have any further obligation to the other for
payment or performance under the Lease from and after that date.
3. Personal Property. Tenant acknowledges that it has thirty (30) days to remove
all personal property belonging to it from the Premises. Tenant hereby releases
any and all claims to any personal property located at the Premises as of the
end of the thirty day period.
4. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of North Carolina without regard to the
conflicts of laws provisions thereof.
5. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the Effective Date as defined herein.
LANDLORD:
XXXXXXX XXXX PARTNERSHIP by its general partner,
XXXXXXXXX PROPERTIES, INC.
BY: /s/ Xxxxx XxXxxxxxx
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Xxxxx XxXxxxxxx, President
REC-XXXXXXX XXXX, LLC
BY: /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx, Manager
TENANT:
INTERNET COMMERCE CORPORATION
BY: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, CFO
(Name and Title)
