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Exhibit #99(c)
MUTUAL RELEASE
THIS AGREEMENT is by and between XXXX XXXX and XXXXX XXXXXXXX, Co-
Trustees of the XXXXX XXXXXXXXXX TRUST in their capacity as Co-Trustees arid
within their authority and powers as Co-Trustees of the XXXXX XXXXXXXXXX TRUST
to bind the Trust on the one part, and XXXXXXX & XXXXXX, INC., acting by and
through XXXXXXX X. XXXXXXX, its President acting within his powers as an officer
of the company, on the other part.
WHEREAS, there have been diverse business dealings and transactions
between the XXXXX XXXXXXXXXX TRUST and XXXXXXX & XXXXXX, INC. with reference to
production and distribution of products under the GRAN MERE product label and
otherwise; and
WHEREAS, disputes and differences have arisen between and among the
parties hereto regarding the continuation or non-continuation into the future of
the dealings and transactions between and among them; and
WHEREAS, the Co-Trustees of the XXXXX XXXXXXXXXX TRUST, acting within
their power to bind the Trust, and XXXXXXX & XXXXXX, INC. have agreed to settle
and resolve fully and completely and for all time, all of the said disputes and
differences between and among them by making certain payments and promises each
to the other;
NOW, THIS AGREEMENT WITNESSETH THAT, in pursuance of the said agreement
between and among the XXXXX XXXXXXXXXX TRUST and XXXXXXX & XXXXXX, INC., it is
hereby agreed as follows:
X. XXXXXXX & XXXXXX, INC. shall pay to the XXXXX XXXXXXXXXX TRUST the
sum of Fifty Thousand and 00/100 Dollars ($50,000.00) within three (3) business
days of receipt of a fully executed copy of this Mutual Release;
X. XXXXXX & XXXXXX, INC. gives up, relinquishes, transfers and assigns
all of its rights, title arid interest to the GRAN MERE product line and
existing trademarks, logos, or other intangible things related thereto;
C. All rights to the GRAN MERE product line shall revert to the XXXXX
XXXXXXXXXX TRUST;
D. The XXXXX XXXXXXXXXX TRUST and its Trustees, settlers, and
beneficiaries hereby expressly release, acquit and forever discharge XXXXXXX &
XXXXXX, INC., its officers, agents, employees, shareholders and subsidiary
corporations or related entities of and from any and all claims, actions, causes
of action, demands, rights, damages, costs, losses of service, expenses,
compensation, and/or obligations of any and all types growing out of or in any
way related to the previous business dealings between the XXXXX XXXXXXXXXX TRUST
and XXXXXXX & XXXXXX, INC.;
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X. XXXXXXX & XXXXXX, INC., for itself and for its officers,
shareholders, and any subsidiaries or related companies hereby expressly
releases, acquits and forever discharges the XXXXX XXXXXXXXXX TRUST and its
Co-Trustees, settlers, beneficiaries, and any other re!ated entities from any
and all claims* actions, causes of action, demands, rights, damages, costs,
losses of service, expenses, compensation, and/or obligations of any and all
types growing out of or in any way related to the previous business dealings
between the XXXXX XXXXXXXXXX TRUST and XXXXXXX & XXXXXX, INC.
F. Notwithstanding anything contained herein, XXXXXXX & XXXXXX, INC.
INC. continue to have the right for a period of ninety (90) days to sell all
remaining GRAN MERE finished goods inventory and related components as it may
deem appropriate. XXXXXXX & XXXXXX, INC. shall be entitled to all proceeds from
all sales made pursuant to the preceding sentence of this Paragraph F. After the
ninety (90) day period established herein, there shall be no further sales of
finished goods inventory and related components by XXXXXXX & XXXXXX, INC. and
all remaining finished goods inventory not sold at the end of said ninety (90)
day period shall be destroyed. Further, the XXXXX XXXXXXXXXX TRUST shall inform
XXXXXXX & XXXXXX. INC. of who it has chosen as the new manufacturer of the GRAN
MERE product line so that XXXXXXX & XXXXXX, INC. may try to negotiate the sale
of all of its remaining raw materials (i.e.~ jars, caps, etc.) to such new
manufacturer, with XXXXXXX & XXXXXX, INC. to be entitled to all proceeds from
all sales of said remaining raw materials to the new manufacturer. The ninety
(90) day limit provision and the no further sales and destruction of goods
provisions of this Paragraph F. shall not apply to this potential sale of raw
materials.
X. XXXXXXX & XXXXXX, INC. represents that it is the owner of all of the
rights of Select Origins by merger of Select Origins into XXXXXXX & XXXXXX, INC.
and that therefore, XXXXXXX & XXXXXX, INC. has the present right to transfer
and/or relinquish all of said rights in the original license agreement between
the XXXXX XXXXXXXXXX TRUST and Select Origins. Further, XXXXXXX & XXXXXX, INC.
represents that is has clear title to all of the items transferred or
relinquished herein and that said title is subject to no claim or lien of any
nature or type except for any possible claims by the XXXXX XXXXXXXXXX TRUST.
X. XXXXXXX & XXXXXX, INC. shall indemnify and hold harmless the XXXXX
XXXXXXXXXX TRUST for any claims resulting from XXXXXXX & XXXXXX'X use, sale
and/or exploitation of the product in all medium, and against the items sold or
relinquished pursuant to the agreement embodied in this Mutual Release accruing
up through the date of this Mutual Release, save and except therefrom any and
all claims resulting from or relating to the original formulation of the
products described herein.
X. XXXXXXX & XXXXXX, INC. shall provide to the XXXXX XXXXXXXXXX TRUST
any and all formulas and/or recipes associated with the GRAN MERE product line.
Further, after the XXXXX XXXXXXXXXX TRUST elects a new manufacturer, when such
manufacturer purchases the raw material inventory from STRERNS & XXXXXX at cost,
XXXXXXX & XXXXXX shall provide such new manufacturer with a customer list
listing all customers who have purchased any products in the GRAN MERE product
line.
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IN WITNESS WHEREOF, the parties have set their hands to this Mutual
Release the day and year set forth beside such party's signature.
XXXXX XXXXXXXXXX TRUST
Date: June 20,1997 By: /s/ Xxxx Xxxx
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XXXX XXXX, Co-Trustee
And By: /s/ Xxxxx Xxxxxxxx
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XXXXX XXXXXXXX, Co-Trustee
XXXXXXX & XXXXXX, INC.
Date: July 9, 1997 By: /s/ Xxxxxxx X. Xxxxxxx
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XXXXXXX X. XXXXXXX, President
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