MUTUAL RELEASE FROM LEASE AGREEMENT
Exhibit
10.1
MUTUAL
RELEASE AGREEMENT,
dated
this 2nd
day of
November 2006 (this “Agreement”), by and between Kreido Biofuels, Inc. (formerly
known as Gemwood Productions, Inc.), a Nevada corporation (“Lessee”), and
Xxxxxxxxx Xxxxxxxxxx (“Lessor”).
R
E C I T A L S
WHEREAS,
Lessor
and Lessee are parties to that certain Lease Agreement, dated October 19, 2005
and commencing April 1, 2006, by Lessor to Lessee and contemplating the
month-to-month rental of a commercial retail property located at Xxxxx Xxxxx
#00
Xxxxxxxx Xxxxx, Xxxx Xxxxxxxxxx, Xxxxxx 00000 (the “Lease”); and
WHEREAS,
the
Lessor and the Lessee wish to terminate the Lease and release each other party
thereto from certain duties, obligations and liabilities thereunder or arising
therefrom;
NOW,
THEREFORE,
in
consideration of the premises and the mutual undertakings and covenants herein
set forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending
legally to be bound hereby, as follows:
Release
by Lessor.
Lessor hereby releases Lessee and its officers, directors, partners, employees
and shareholders from any and all claims, demands, causes of action, contract
obligations, damages, attorneys' fees or costs whatsoever, at law or in equity
or otherwise, whether direct or indirect, known or unknown, which the releasing
party now owns or holds, or has at any time heretofore owned or held, or may
in
the future own or hold, against the persons and entities they are releasing,
or
any of them, in any capacity, which are or may be based upon any facts, acts,
omissions, representations, contracts, agreements, events, or matters of any
kind occurring or existing at any time on or before the date of this
Agreement.
Release
by Lessee.
Lessee hereby releases Lessor,
and its partners, and employees from any and all claims, demands, causes of
action, contract obligations, damages, attorneys' fees or costs whatsoever,
at
law or in equity or otherwise, whether direct or indirect, known or unknown,
which the releasing party now owns or holds, or has at any time heretofore
owned
or held, or may in the future own or hold, against the persons and entities
they
are releasing, or any of them, in any capacity, which are or may be based upon
any facts, acts, omissions, representations, contracts, agreements, events,
or
matters of any kind occurring or existing at any time on or before the date
of
this Agreement.
Termination
of the Lease.
The parties hereby agree to terminate the Lease, effective the date first above
written. Lessor hereby waives the requirement of 30 days prior notice to
terminate the Lease set forth in the second paragraph of the Lease.
Cancellation
of all amounts owed.
The Lessor hereby forgives and cancels any and all amounts owed by Lessee to
Lessor under the Lease.
Unknown
Claims; Equal Participation in Drafting.
The parties agree that each has had the time to consult with their attorneys
concerning this Agreement and that each has had the opportunity to consider
whether there may be future damages, claims, liabilities or obligations that
presently are unknown, unforeseen, inchoate or not yet in existence, and hereby
consciously and knowingly accepts the risk that future damages, claims,
liabilities or obligations that presently are unknown, unforeseen, inchoate
or
not yet in existence may occur, and consciously and knowingly intends to release
the other party from same. Lessor and Lessee have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by Lessor and Lessee and no presumption or burden of
proof
shall arise favoring or disfavoring either party virtue of the authorship of
any
provision or provisions of this Agreement.
The
Agreement is a Bar to Any Future Action Against Any Party.
The parties agree that they have not commenced or prosecuted and will not
commence or prosecute any action or proceeding for recovery of damages or for
any form of equitable relief, declaratory relief or any other form of action
or
proceeding or arbitration against the other parties or any of them arising
out
of any event or transaction that occurred prior to the date
hereof.
This Agreement shall constitute a judicial bar to the institution of any such
action or proceeding or any assignment thereof.
Attorneys’
Fees and Costs.
The
parties hereto each agree to pay their own costs and attorneys’ fees incurred
with regard to any matters between the parties related to or arising from this
Agreement.
Entire
Agreement.
This Agreement constitutes the entire agreement of the parties. This Agreement
may not be modified, interpreted, amended, waived or revoked orally, but only
by
a writing signed by all parties. No party is entering into this Agreement in
reliance upon any oral or written promises, inducements, representations,
understandings, interpretations or agreements other than those contained in
this
Agreement.
Counterparts.
This Agreement may
be executed in several counterparts, each of which when executed shall be deemed
an original and all of which, taken together, shall constitute one and the
same instrument.
Governing
Law.
This Agreement and the legal relations between the Parties shall be governed
by
and construed in accordance with the substantive laws of the State of Nevada
without giving effect to the conflicts of laws principles
thereof.
[Signatures
on following page]
IN
WITNESS WHEREOF,
the
Lessor and the Lessee have hereunto set their hands as of the day and year
first
above written.
LESSOR | ||
XXXXXXXXX XXXXXXXXXX | ||
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|
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/s/ Xxxxxxxxx Xxxxxxxxxx | ||
Xxxxxxxxx Xxxxxxxxxx |
||
LESSEE | ||
KREIDO BIOFUELS, INC | ||
(F/K/A GEMWOOD PRODUCTIONS, INC.) | ||
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|
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By: | /s/ Xxxxxxx X. Xxxxxxx | |
Xxxxxxx X. Xxxxxxx |
||
President |