EXHIBIT 10(a)
TERMINATION AGREEMENT
This Termination Agreement (the "Termination Agreement") is entered into and
made this 28th day of May, 1999, by and between Xxxxxxxx Analytics, Ltd., an
Illinois corporation, having a principal place business at 000 Xxxxx Xxxxxx
Xxxxx, Xxxxxxx, Xxxxxxxx 00000 ("Xxxxxxxx") and PC Quote, Inc., a Delaware
corporation, its successors and assigns, whose principal office is located at
000 X. Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 ("PCQ").
WITNESSETH:
WHEREAS, Xxxxxxxx and PCQ entered into a Software Distributor Agreement
("Distributor Agreement") and an Addendum to Distributor Agreement ("Addendum"),
both dated December 4, 1995, copies of which are attached hereto as Exhibit 1;
WHEREAS, Xxxxxxxx and PCQ desire to terminate the Distributor Agreement and
Addendum except for certain surviving clauses contained therein, and to provide
for the satisfaction of all amounts presently owed by PCQ to Xxxxxxxx in
connection with PCQ's obligations under the Distributor Agreement and Addendum;
NOW, THEREFORE, Xxxxxxxx and PCQ agree as follows:
1. SATISFACTION OF AMOUNTS OWED BY PCQ TO XXXXXXXX. Upon execution of this
Agreement, PCQ agrees to pay all royalties, as determined by Xxxxxxxx,
which are owed to Xxxxxxxx pursuant to the Distribution Agreement and
Addendum, for the months of April, 1999 and May, 1999. In addition, within
ninety (90) days of execution of this Agreement, PCQ agrees to pay to
Xxxxxxxx the amount of one million dollars ($1,000,000.00) in settlement of
any disputes related to past dealings between TAL and PCQ, except that said
amount does not include any amounts which PCQ will owe to Xxxxxxxx as a
result of future claim(s) made by Xxxxxxxx pursuant to Paragraph 9(b),
Indemnification, of the Distributor Agreement.
2. SURVIVING CLAUSES OF THE DISTRIBUTOR AGREEMENT. The following paragraphs of
the Distributor Agreement shall survive termination of said Agreement and
shall be fully enforceable, except as otherwise provided below:
a. The following sentence contained in Paragraph 4(b), TERMINATION, shall
survive termination of the Distributor Agreement: "Termination does not
relieve distributor for obligations already incurred ongoing [sic] lease
terms." The remainder of Paragraph 4(b) shall not survive termination of
the Distributor Agreement.
b. Paragraphs 6, WARRANTIES;
c. Paragraph 7, DISTRIBUTOR STANDARDS OF OPERATIONS, except that subsection
7(a) shall not survive termination;
1
d. Paragraph 8, CONFIDENTIALITY OF TRADE SECRETS; and
e. Paragraph 9, MISCELLANEOUS.
3. SURVIVING CLAUSES OF THE ADDENDUM. No clauses of the Addendum shall survive
termination of the Addendum.
4. WAIVER OF TERMINATION PROVISIONS OF DISTRIBUTOR AGREEMENT. Xxxxxxxx and PCQ
agree that this Termination Agreement shall serve to terminate the
Distributor Agreement and the Addendum and to set forth the agreed upon
terms of the termination. To effectuate this termination, Xxxxxxxx and PCQ
agree to waive the termination provisions set forth in their entirety in
Xxxxxxxxx 0, Xxxxxxxxxxx, of the Distributor Agreement, except as provided
in Paragraph 2(a) above.
5. INDEMNIFICATION CLAIMS. PCQ hereby represents and warrants that as of the
execution of this Agreement, it has no knowledge of any indemnification
claims, pending or otherwise. PCQ agrees to immediately notify TAL in
writing of any indemnification claims which may arise subsequent to
execution of this Agreement.
6. MISCELLANEOUS.
(a) NON-WAIVER. No failure to exercise, and no delay in exercising, on
the part of either party hereto, of any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise by either party of any right, power or
privilege hereunder preclude any other or further exercise thereof.
(b) ENTIRE AGREEMENT. This Agreement is intended to be the entire
agreement of the parties and supercedes all other written and oral
agreements pertaining to the subject matter hereof. This Agreement
may not be modified except by a writing signed by a duly authorized
officer of Xxxxxxxx and PCQ.
(c) GOVERNING LAW. The validity, construction, and enforceability of
this Agreement shall be governed in all respects by the law of the
state of Illinois.
(d) SEVERABILITY. If any provision of this Agreement shall be held
invalid under applicable law, the remaining provisions shall remain
in full force and effect.
AGREED TO:
Xxxxxxxx Analytics, Ltd. PC Quote, Inc.
BY: BY:
----------------------------- -----------------------------
MarrGwen Xxxxxxxx, Vice-President Xxx Xxxxxx, President
Date: May 28, 1999
2
