SETTLEMENT AGREEMENT AND RELEASE AND WAIVER OF CLAIMS
This Settlement Agreement and Release and Waiver of Claims (hereinafter
"Agreement") is entered into this the 10th day of June 2004 by and between
Xxxxxxxx Xxxxx of 00000 Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 ("XXXXX") and World
Information Technology, Inc., a Taiwan corporation and World Information
Technology, Inc., a Nevada corporation collectively referred to as "WORLD".
WHEREAS XXXXX and WORLD entered into certain business dealings,
arrangements and promises; and
WHEREAS, the parties prefer to avoid the uncertainties and expense of
litigation;
NOW, THEREFORE, in consideration of all mutual promises contained herein,
it is agreed between XXXXX and WORLD as follows:
1. WAIVER OF ALL CLAIMS. For purposes of paragraph 1, WORLD shall include
its current and former officers, partners, principals, and business entities.
XXXXX knowingly and voluntarily does hereby fully and generally release and
waive any and all claims and actions against WORLD up to the date of the signing
of this Agreement, including but not limited to, claims arising out of his
business relationship with WORLD that he may now have against WORLD regardless
of whether the claims are known or unknown, accrued or unaccrued, or discovered
or not yet discovered. This full and general release and waiver includes, but is
not limited to all events, actions and inactions of WORLD. XXXXX expressly
acknowledges and agrees that this release and waiver includes, but is not
limited to, claims or lawsuits arising under any federal or state statute or
local ordinance or any common law cause of action including, without limitation,
claims for breach of contract, breach of the covenant of good faith and fair
dealing, unpaid wages, negligence, gross negligence, negligent hiring, training,
retention and supervision, assault, battery, intentional infliction of emotional
distress, wrongful or unlawful discharge, defamation, fraud, deceit, or
misrepresentation, or claims of personal injury. This Agreement bars any claim
or demand for loss or damages of any kind, including costs, attorneys' fees or
other expenses.
XXXXX warrants and represents that he has not assigned any of his claims
against WORLD. Moreover, any such claims (assigned or unassigned) are hereby
waived and released by XXXXX.
XXXXX knowingly and voluntarily does fully and generally release and waive
any and all actions and claims against WORLD including but not limited to,
claims arising out of any prior business dealings, contracts, agreements or any
other causes of action with WORLD regardless of whether the claims are known or
unknown, accrued or unaccrued, or discovered or not yet discovered.
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2. COVENANT NOT TO XXX. XXXXX agrees that he will not bring forward any
claims against WORLD promises that he will not xxx WORLD concerning any claim
that he might now have against WORLD, including, but not limited to, any claims
relating to his association with World Information Technology, Inc.
3. COMPLETE BAR TO RECOVERY. XXXXX agrees that with respect to the claims
that he is waiving herein, he is waiving not only his right to recover money or
other relief in any action that he might institute, but also that he is waiving
any right to recover money or other relief in any action that might be brought
on his behalf by any other person, entity, or agency, or any other federal,
state or local government agency or department.
4. CONSIDERATION. In exchange for XXXXX'X release and waiver of any and
all claims against WORLD, XXXXX hereby agrees to void any employment contracts
and funds due there under, XXXXX agrees that the contract with Knowgen Systems
shall be null and void and the Company shall be under no further obligation to
issue any further stock and all other promises XXXXX has made herein (including,
but not limited to, those relating to confidentiality) WORLD agrees to issue
Xxxxx a Warrant to purchase up to 500,000 shares of common stock. XXXXX will
serve the Company "at will" in the future. This Warrant agreement is attached
and incorporated herein.
The above mentioned parties agree to keep all terms of this agreement
confidential and not to disclose any terms herein unless compelled to do so by
subpoena or Court of law.
XXXXX acknowledges that the transfer of the consideration provided to WORLD or
on WORLD"S behalf pursuant to this Agreement constitutes adequate and ample
consideration for: (1) this Agreement; (2) XXXXX'x waiver of all claims as
provided herein; and (3) any other promises made by WORLD in this Agreement.
XXXXX acknowledges that the payment of this sum includes all costs and
attorney's fees and is all that he is entitled to receive from WORLD as
settlement of any and all claims of any kind that he may now have against WORLD.
5. ENCOURAGEMENT TO CONSULT ATTORNEY, TIME TO CONSIDER AGREEMENT. XXXXX is
hereby encouraged to consult his attorney before signing this Agreement. XXXXX
acknowledges that he has consulted his attorney before signing this Agreement.
In addition, XXXXX acknowledges that he has had a reasonable amount of time
within which to consider this Agreement.
6. CONFIDENTIALITY. XXXXX agrees and understands that the circumstances
surrounding this Agreement are absolutely confidential. XXXXX agrees not to
disclose or discuss this Agreement, the circumstances related thereto, or any
information regarding the existence or substance of this Agreement to anyone
except to an attorney or accountant with whom XXXXX chooses to consult regarding
his execution of this Agreement. It is XXXXX'x obligation to advise his attorney
and accountant of the confidential nature of this Agreement and not to discuss
the terms of this Agreement with any other person. XXXXX agrees not to disparage
WORLD to any person or entity, and specifically agrees that he will not say
anything that would adversely affect the business interests of WORLD. WORLD
agrees not to disparage XXXXX to any person or entity, and specifically agrees
that they will not say anything that would adversely affect the business
interests of XXXXX.
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WORLD also agrees to keep this Agreement confidential and will not
disclose or discuss this Agreement, the circumstances related thereto, or any
information regarding the existence or substance of this Agreement with anyone
outside the Company, except for legitimate business purposes including but not
limited to US public reporting requirements.
7. BREACH OF AGREEMENT. If either party to this Agreement breaches the
promises set forth in this Agreement, the other party will be responsible to pay
all costs and attorney's fees incurred.
8. NO ADMISSION OF WRONGDOING OR LIABILITY. XXXXX agrees that neither this
Agreement nor the furnishing of any consideration under this Agreement shall be
construed as an admission by WORLD of any liability or unlawful conduct.
9. TAX IMPLICATIONS OF SETTLEMENT AND INDEMNIFICATION OF WORLD. XXXXX
agrees and acknowledges that he bears the sole responsibility for paying any and
all federal, state or local income and employment taxes including, but not
limited to, Social Security and Medicare taxes ("FICA" and "FUTA") on any sums
paid to him or on his behalf under this Agreement. Accordingly, XXXXX
understands and agrees that should the Internal Revenue Service ("IRS") or any
other state or local taxing authority or other federal, state or local agency
assert, argue or determine that any money received or paid pursuant to this
Agreement is taxable wages, income, or benefits of any kind,. XXXXX will be
solely responsible for the payment of any and all taxes, contributions or
withholding that he may owe on such sums, including, but not limited to, any
related attorneys' fees, interest costs, penalties, or other charges related to
the collection of such taxes. XXXXX will indemnify and/or reimburse WORLD (and
any of his assigns or other representatives ) for any and all taxes,
contributions, and withholdings that are owed (or claimed to be owed) by XXXXX
on the settlement amount, regardless of whether XXXXX ultimately pays such owed
or claimed amounts on his behalf. XXXXX will also indemnify WORLD from any and
all costs, interest, penalties, and attorney's fees paid or owed by WORLD as a
result of any claim made by any federal, state or local agency for such unpaid
taxes, penalties, costs, interest, fees, or contributions that allegedly are
owing as a result of the amounts paid to XXXXX under this Agreement.
10. EFFECTIVE DATE. This Agreement becomes effective and enforceable upon
execution by XXXXX and WORLD.
11. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement
between XXXXX and WORLD and shall supersede any and all prior agreements,
representations, or understandings, whether written or oral, between the
parties, except as otherwise specified in this Agreement. XXXXX acknowledges
that he has not relied on any representations, promises, or agreements of any
kind made to him in connection with his decision to sign this Agreement except
for those set forth in this Agreement.
12. AMENDMENT. This Agreement may not be amended except by written
agreement signed by both parties.
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13. GOVERNING LAW, SEVERABILITY, AND INTERPRETATION. This Agreement shall
be governed and construed in accordance with the laws of the State of New York.
If a court of competent jurisdiction declares any provision of this Agreement
illegal or unenforceable, and if it cannot be modified to be enforceable, such
provision shall immediately become null and void, leaving the remainder of this
Agreement in full force and effect.
14. EXECUTION. The person signing on behalf of each party expressly
warrants and represents that he or she is duly authorized by the appropriate
corporate party or individual to enter into this Agreement.
HAVING ELECTED TO EXECUTE THIS AGREEMENT AND TO FULFILL THE PROMISES SET FORTH
HEREIN, XXXXX FREELY AND KNOWINGLY, AND AFTER DUE REFLECTION, ENTERS INTO THIS
AGREEMENT INTENDING TO WAIVE, SETTLE, AND RELEASE WORLD OF ANY AND ALL CLAIMS
THEY HAD, NOW HAS, OR MAY HAVE AGAINST WORLD, UP TO THE DATE OF THE SIGNING OF
THIS AGREEMENT. THE OFFICER KNOWINGLY AND VOLUNTARILY EXECUTES THIS AGREEMENT ON
XXXXX'X BEHALF AND ALSO ON BEHALF OF ANY OF XXXXX'X HEIRS, AGENTS,
REPRESENTATIVES, SHAREHOLDERS, SUCCESSORS AND ASSIGNS THAT HE MIGHT HAVE NOW OR
IN THE FUTURE. XXXXX SPECIFICALLY ACKNOWLEDGES THAT THEY HAVE READ THIS
AGREEMENT AND THAT THEY UNDERSTANDS THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IN WITNESS WHEREOF, XXXXX AND WORLD HAVE EXECUTED THIS SETTLEMENT AGREEMENT AND
PREFORMED A RELEASE AND WAIVER OF CLAIMS AND TRANSFERRED FAIR CONSIDERATION FOR
THIS AGREEMENT.
"XXXXX"
XXXXXXXX XXXXX
By:
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"WORLD"
WORLD INFORMATION TECHNOLOGY, INC.,
A TAIWAN CORPORATION
By:
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AND
WORLD INFORMATION TECHNOLOGY, INC.,
A NEVADA CORPORATION
By:
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