Agreement Amendment
Exhibit 10.1
Reference is made to that certain Agreement dated as of November 1, 2002 ("Agreement") by and among Document Security Systems, Inc. (formerly known as New Sky Communications Inc.) ("DSS"), Xxxxx Xxxxxx ("DW"), Xxxxxx Xxxxxx ("TW"), Xxxxxxxxx Xxxxxx ("CW"), Xxxxxxx Xxxxxx ("KW") and Xxxxxxx Xxxxx ("MC").
All terms not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the aforementioned parties agree as follows.
1. Each of the Shareholders, in consideration of the payment by DSS to each of them of cash in the amount of $10,000, paid by DSS on the date hereof, hereby (a) forgives and terminates in full any rights to any license payments, sublicense payments or royalties related to all current and future license and sub-license fees and gross royalties and any royalties related to gross sales as described in Section 2 of the Agreement.
2. The Xxxxx Xxxxxx Estate, in consideration of the payment by DSS to each of them of cash in the amount of $40,000, paid by DSS on the date hereof, hereby (a) forgives and terminates in full forever any rights of the Xxxxx Xxxxxx Estate to any license payments, sublicense payments or royalty payments of any kind with respect to the license agreements set forth on Schedule B to the Agreement.
3. This amendment shall be governed by the laws of the State of New York.
4. All other terms of the Agreements shall remain in full force and effect.
5. The parties hereby agree to execute any and all other agreements, certificates, assignment documents as may be required by DSS in the future to effectuate the agreements contained herein.
6. This Agreement may be signed in counterparts, which together shall constitute one Agreement. This Agreement and each party's obligations hereunder shall be binding on the representatives, heirs, assigns, and successors of such party and shall inure to the benefit of the representatives, heirs, assigns and successors of such party.
7. Each of the parties hereto has been represented by its own counsel or declined to obtain counsel. Each of the parties other than DSS understands and acknowledges that DSS has retained as its counsel the firm of Xxxxxxxxx & XxXxxxx LLP and that Xxxxxxxxx & XxXxxxx LLP is not acting on behalf of any party other than DSS and that such counsel has provided advice on the matters contained herein solely to DSS.
/s/ Xxx Xxxxx
IN WITNESS WHEREOF, the undersigned has duly caused this Amendment to be duly executed as of the 1st day of January, 2004.
/s/ Xxxxxx Xxxxxx | /s/ Xxxxx Xxxxxx | |
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Xxxxxx Xxxxxx | Xxxxx Xxxxxx |
/s/ Xxxxxxxxx Xxxxxx | /s/ Xxxxxxx Xxxxxx | |
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Xxxxxxxxx Xxxxxx | Xxxxxxx Xxxxxx |
/s/ Xxxxxxx Xxxxx |
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Xxxxxxx Xxxxx |
Estate of Xxxxx Xxxxxx |
/s/ Xxxxxxxxx Xxxxxx |
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By: Xxxxxxxxx Xxxxxx, Executrix |