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EXHIBIT 10.26.2
SETTLEMENT AND RELEASE RESPECTING
ALLEGED IMPROPER ADJUSTMENTS FOR CALLS PRIOR
TO DECEMBER 31, 1997
WHEREAS, Calling Card Company, a corporation organized under the laws of the
State of Delaware ("RELEASOR") and having offices at Xxx Xxxx Xxxx Xxxxx, Xxxxx
Xxxxx, XX 00000 and West Interactive Corporation, a corporation organized under
the laws of the State of Delaware and having offices at 0000 Xxxxxxx Xxxxxx,
Xxxxx, XX 00000 ("RELEASEE"; collectively with the RELEASOR, the "PARTIES") are
parties to that certain Servicing Agreement (the "SA") under which {Confidential
portion omitted and filed separately with the Commission} to perform certain
billing services (the "Billing Services") for RELEASOR in connection with calls
made to RELEASOR's 900 pay-per-call programs ("RELEASOR's 900 Programs");
WHEREAS, in connection with the Billing Services, RELEASOR has made certain
inquiries respecting the duplication of certain adjustments made by
{Confidential portion omitted and filed separately with the Commission} for
uncollectible amounts;
WHEREAS, RELEASEE has investigated the items;
WHEREAS, the PARTIES wish to fully, finally and forever settle all disputes
respecting the investigation of duplicate adjustments for uncollectible amounts;
NOW THEREFORE, in consideration of the foregoing recitals and of the terms and
conditions set forth herein, the PARTIES hereby agree as follows:
1. RELEASOR, in consideration of the sum of $239,543.53 from
RELEASEE, the receipt of which is hereby acknowledged,
releases and discharges RELEASEE and each of its past, present
and future investors, subsidiaries, affiliates, officers,
directors, employees, agents, stockholders, partners,
underwriters, successors and assigns (collectively with
RELEASEE, "RELEASEES"), from all manner of actions, causes of
action, suits, debts, dues, sums of money, accounts,
reckoning, bonds, bills, specialties, controversies,
agreements, promises, variances, trespasses, damages,
judgment, extents, executions, claims and demands whatsoever,
in law, in admiralry, or in equity which RELEASOR and
RELEASOR's heirs, executors, administrators, successors and
assigns ever had, now have, or which they hereafter can, shall
or may have from the beginning of the world to the end of the
world, against RELEASEES, arising out of or relating to all
alleged duplicate adjustments for calls placed to RELEASOR's
900 Programs prior to December 31, 1997.
2. The payment of $239,543.53 by RELEASEE is contingent upon the
execution of this Settlement and Release.
3. It is understood and agreed that this Settlement and Release
is a compromise of a claim, and that the consideration recited
herein is not an admission of liability on the part of any
PARTY.
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4. The PARTIES further agree to: (a) restrict disclosure, to the
extent permitted by law, of the existence and terms of this
Settlement and Release solely to those of its employees,
attorneys and financial advisors with a need to know and not
disclose the existence or terms of this Settlement and Release
to others; and (b) advise employees, attorneys and financial
advisors who receive notice of the existence and terms of this
Settlement and Release of the obligation of confidentiality.
5. This Settlement and Release contains the entire agreement
between the PARTIES relating to the matters referenced herein.
However, neither the terms of this Settlement and Release nor
any matter referenced in this Settlement and Release shall be
construed to affect or vary any contract between RELEASOR and
RELEASEE, including but not limited to the SA, which shall
remain in full force and effect.
6. This Settlement and Release may not be changed orally.
7. This agreement shall be construed in accordance with and
governed by the local laws of the State of Nebraska.
8. The undersigned hereby state that they are authorized to sign
this Settlement and Release on behalf of the designated PARTY.
IN WITNESS HEREOF, RELEASOR AND RELEASEE have executed this Settlement and
Release on the 3 day of November 1998.
Calling Card Company
By: /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
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Typed or Printed Name
Executive Vice President
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Title
West Interactive Corporation
By: /s/ Xxxxxx X. Xxxxxx
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EVP 11/24/98
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Xxxxxx X. Xxxxxx
Executive Vice President
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