SETTLEMENT AGREEMENT AND RELEASE AND WAIVER OF CLAIMS
This Settlement Agreement and Release and Waiver of Claims (hereinafter
"Agreement") is entered into this the 13th day of June 2004 by and between
Modern Worldwide Internet & Multimedia Corp. ("MODERN") and World Information
Technology, Inc., a Taiwan corporation and World Information Technology, Inc., a
Nevada corporation collectively referred to as "WORLD".
WHEREAS MODERN 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 MODERN 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.
MODERN 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. MODERN 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.
MODERN 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 MODERN.
MODERN 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. MODERN 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. MODERN 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 MODERN'S release and waiver of any and
all claims against WORLD, MODERN hereby transfers 1,550,000 shares of common
stock in WORLD (represented by certificate numbers 2453, 3582, 2580 and 2581
which it received from XXX Xxxx International Technology Ltd on December 5,
2003) to WORLD for WORLD'S cancellation from it's issued and outstanding shares
and all other promises MODERN has made herein (including, but not limited to,
those relating to confidentiality) WORLD agrees to hereby transfer the 22.5%
equity position that it holds in MODERN. MODERN shall retain ownership of
Certificate number 3637 representing 1,829,868 common shares of WORLD.
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.
MODERN 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) MODERN's waiver of all claims as
provided herein; and (3) any other promises made by WORLD in this Agreement.
MODERN 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. MODERN
is hereby encouraged to consult his attorney before signing this Agreement.
MODERN acknowledges that he has consulted his attorney before signing this
Agreement. In addition, MODERN acknowledges that he has had a reasonable amount
of time within which to consider this Agreement.
6. CONFIDENTIALITY. MODERN agrees and understands that the circumstances
surrounding this Agreement are absolutely confidential. MODERN 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 MODERN chooses to consult
regarding his execution of this Agreement. It is MODERN's 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. MODERN 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 MODERN to any person or entity, and specifically
agrees that they will not say anything that would adversely affect the business
interests of MODERN.
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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. MODERN 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. MODERN
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, MODERN
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,. MODERN 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. MODERN 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 MODERN
on the settlement amount, regardless of whether MODERN ultimately pays such owed
or claimed amounts on his behalf. MODERN 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 MODERN under this Agreement.
10. EFFECTIVE DATE. This Agreement becomes effective and enforceable upon
execution by MODERN and WORLD.
11. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement
between MODERN 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. MODERN 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, MODERN 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
MODERN'S BEHALF AND ALSO ON BEHALF OF ANY OF MODERN'S HEIRS, AGENTS,
REPRESENTATIVES, SHAREHOLDERS, SUCCESSORS AND ASSIGNS THAT HE MIGHT HAVE NOW OR
IN THE FUTURE. MODERN SPECIFICALLY ACKNOWLEDGES THAT THEY HAVE READ THIS
AGREEMENT AND THAT THEY UNDERSTANDS THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IN WITNESS WHEREOF, MODERN AND WORLD HAVE EXECUTED THIS SETTLEMENT AGREEMENT AND
PREFORMED A RELEASE AND WAIVER OF CLAIMS AND TRANSFERRED FAIR CONSIDERATION FOR
THIS AGREEMENT.
"MODERN"
MODERN WORLDWIDE INTERNET &
MULTIMEDIA CORP.
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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