MUTUAL DISSOLUTION
AGREEMENT
Between
ACCESS POWER, INC.,
a Florida corporation
and
LDT NET COM, INC
a Florida corporation
Dated: February 18, 1999
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MUTUAL DISSOLUTION
AGREEMENT
THIS MUTUAL DISSOLUTION AGREEMENT is signed on February 18, 1999, between
ACCESS POWER, INC., (hereinafter API) a Florida corporation and LDT NET COM,
Inc., (hereinafter LDT) a Florida corporation.
Whereas there exist contracts and agreements between API and LDT;
Whereas each party recognizes that it is in the best interest of the parties
to revoke said contracts and agreements;
Now, therefore, the parties hereto agree as follows:
1. Dissolution
As of February 18, 1999 (Effective Date) all rights and obligations
resulting from the all understandings, agreements, and contracts
between API and LDT, except as otherwise specifically provided herein,
are no longer applicable to either party to this Agreement. As of the
Effective Date, all understandings, agreements, and contracts contrary
to this Agreement between the parties are repealed and this Agreement
shall take their place.
2. Amounts Owed
As of the Effective Date and by agreement of the parties hereto,
neither party owes the other party any sums of money related to
activities associated with the establishment of, operation of, or the
dissolution of any existing understandings, agreements, and contracts.
3. Waiver of Claims
Neither party shall be liable to the other party under any and all
causes of action with regard to activities undertaken or not undertaken
prior to the Effective Date of this Agreement, regardless of whether
any obligation was undertaken by either party in reliance upon an
understanding, agreement or contracts.
By executing this Agreement, both parties forever release and discharge
the other party and its affiliates, its Designees, franchise sales
brokers, if any, or other agents, and their respective officers,
directors, representatives, employees and agents, from any and all
claims of any kind, whether presently known or unknown, in law or in
equity, which may exist as of the Effective Date relating to, in
connection with, or arising under this Agreement or any prior
understanding, agreement, or contract between the parties.
4. Confidentiality
Neither party shall, for a period of 2 (two) years from the Effective
Date, either directly or indirectly, divulge, disclose, or communicate
to any person or firm, any confidential information of any kind
concerning any matters affecting or relating to the business of the
other party or its affiliates, which such party may have acquired in
the course of or as incident to its involvement with the other party
prior to the Effective Date.
For the purposes of this section, confidential information shall mean
any oral or written information and data of a confidential nature,
including but not limited to proprietary, technical, development,
marketing, sales, operating, performance, cost, know-how, business and
process information, agreements, lists, reports, computer programming
techniques, and all record bearing media containing or disclosing such
information and techniques, which has been or will be disclosed by one
party to the other party under this agreement or any prior
communication between the parties hereto.
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5. Proprietary Marks and Property
Each party agrees not to infringe upon or attempt to take, in any
territory, any proprietary xxxx belonging to the other. Neither party
shall, directly or indirectly, commit an act of infringement or contest
or aid in contesting the validity or right of the Proprietary Property
of the other, or take any other action in derogation of such rights.
6. Third Party Beneficiaries
Nothing in this Agreement, whether express or implied, is intended to
confer any rights or remedies under or by reason of this Agreement on
any persons other than the parties and their respective personal
representatives, other legal representatives, heirs, successors and
permitted assigns. Further, nothing in this Agreement is intended to
relieve or discharge the obligation or liability of any third party to
any party to this Agreement.
7. Arbitration
Any disputes related to this Agreement shall be arbitrated under the
commercial arbitration rules of the American Arbitration Association,
with a single arbiter. Any arbitration proceedings shall take place in
Xxxxx county in Florida.
Any judgment upon an arbitration award may be entered in any court
having competent jurisdiction and shall be binding, final and
non-appealable. Both parties waive to the fullest extent permitted by
law, any right to or claim for any punitive or exemplary damages
against the other and agree that in the event of a dispute between them
each shall be limited to the recovery of any actual damages sustained
by it.
In the event either party fails to appear at any properly noticed
arbitration proceeding, an award may be entered against such party by
default or otherwise notwithstanding such failure to appear.
Each party shall be responsible for its own costs in pursuing or
defending an arbitration proceeding under this Agreement.
The only exception to the obligation to arbitrate herein shall be with
respect to claims relating to the Proprietary Property of either party
or requests for restraining orders, injunctions or other procedures in
a court of competent jurisdiction to obtain specific performance when
deemed necessary by such court to preserve the status quo or prevent
irreparable injury pending resolution by arbitration of the actual
dispute between the parties.
8. Entirety
This Agreement represents the entire understanding and agreement
between the parties with respect to the subject matter of this
Agreement, and supersedes all other negotiations, understandings and
representations, if any, made by and between the parties. No
representations, inducements, promise or agreements, oral or otherwise,
if any, not embodied in this Agreement shall be of any force and
effect.
This Agreement shall remain valid and in effect to the fullest extent
possible between the two parties with respect to the subject matter
hereof and to the extent the provisions hereof are not superseded by
subsequent agreements between the two parties.
9. Non-Enforcement
A party's failure at any time to enforce any of the provisions of this
Agreement or any right with respect thereto, will not be construed to
be a waiver of such provision or right, nor to affect the validity of
this Agreement. The exercise or non-exercise by a party of any right
under the terms or covenants herein shall not preclude or prejudice the
exercising thereafter of the same or other rights under this Agreement.
10. Severability
If any provision of this Agreement is contrary to, prohibited by, or
deemed invalid under applicable law or regulation, such provision shall
be inapplicable and deemed omitted to the extent so contrary,
prohibited or invalid, but the remainder of this Agreement shall not be
invalidated thereby and shall be given full force and effect so far as
possible.
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11. Governing Law and Jurisdiction
Unless otherwise required under specific laws of the United States,
this Agreement shall be governed by, construed, and enforced in
accordance with the laws of the State of Florida.
12. Modifications and Future Agreements
This agreement may only be modified in writing, signed by duly
authorized representatives of the each party hereto. Nothing herein is
intended to prevent any future agreements from being made between the
parties.
13. Notices
All notices, requests, consents and other communications required or
permitted under this Agreement shall be in writing and shall be hand
delivered by messenger or courier service, or mailed (airmail if
international) by registered or certified mail (postage prepaid),
return receipt requested, addressed to:
If to API: If to LDT:
Access Power, Inc. LDT Net Com, Inc.
Xxxxx 000 000 Xxxxx Xxxxxx Xxxxx
00000 Xxxxxxxx Xxxxx Xxxx Xxxxxxxxxxxx Xxxxx, XX 00000
Xxxxx Xxxxx Xxxxx, XX 00000
Attn: Xxxxx Xxxxx, President Attn: Xxxx Xxxxxxxxxx,
or to such other address as a party may designate by notice complying
with the terms of this Section.
IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement.
LDT NET COM, INC.
By: /s/ Xxxx X. Xxxxxxxxxx
Xxxx X. Xxxxxxxxxx, Vice President
ACCESS POWER, INC.
By: /s/ Xxxxx Xxxxx
Xxxxx Xxxxx, President
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