Exhibit 10.28
MUTUAL RELEASE AND SETTLEMENT AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Mutual Release and Settlement Agreement is executed on the date
below, by and between ▇▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇ ▇▇▇▇▇; ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇;
PYRAMID RECORDS CORP., an inactive Florida Corporation; and PYRAMID MEDIA GROUP,
an inactive Florida Corporation (hereinafter collectively sometimes referred to
as the "PYRAMID PARTIES") and AGU ENTERTAINMENT CORP., PYRAMID RECORDS
INTERNATIONAL, THE TUBE MUSIC NETWORK, and any and all affiliated companies and
subsidiaries, officers and directors, agents, (hereinafter collectively
sometimes referred to as "AGU").
Disputes and differences have arisen between the parties with respect to
employment and other business relationships between the parties.
The parties have agreed to amicably resolve, settle and compromise all
disputes and differences they have or may have arising out of facts or
occurrences existing as of this date, known or unknown, which are referenced
below and the parties do hereby mutually release each other, including all
allied, associated and affiliated companies and subsidiaries, and these releases
extend to all of the employees, agents, representatives, directors, offices and
attorneys of each party.
That said, and in furtherance of same,
1. AGU agrees to pay $11,000.00 in settlement of an outstanding legal
▇▇▇▇ owed by Pyramid Records Corp., Attn: ▇▇▇▇▇ ▇▇▇▇▇▇, Esq. to
▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq. and ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.A. to "▇▇▇▇▇ &
▇▇▇▇▇▇▇▇▇, P.A." on or before (15) fifteen days from the date that
this agreement is executed by all parties, AGU will pay $5,500.00,
and thereafter AGU will make monthly $2,000.00 payments towards the
remaining settlement amount. Each of the PYRAMID PARTIES do
personally guarantee that this will fully satisfy any and all
outstanding debts, legal bills or other now pending obligations owed
to ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq. and ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.A.
2. The PYRAMID PARTIES shall immediately and forever facilitate and
transfer all rights, interest and usage of the telephone number
305-899-6100 to AGU and will forthwith sign any and all transfer forms
necessary with Bellsouth.
3. The closing date, time, and location for execution of this Mutual
Release and Settlement Agreement, shall be Wednesday, 4:00 PM at ▇▇▇▇
▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
4. At the time of execution of this Mutual Release and Settlement
Agreement, the PYRAMID PARTIES shall deliver to ▇▇▇▇▇ ▇▇▇▇,
President of AGU at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇▇▇ all hard copy files in regards to all business that each and
every PYRAMID PARTY was a part of, which in any way relates to AGU
and any of its associated and affiliated companies and subsidiaries,
employees, agents, representatives, directors, and officers within
their possession or control during their respective employment with
AGU. This includes, but is not limited to, any and all
correspondence, writings, emails, documents, pictures, recordings,
drawings, and contracts of any kind.
5. AGU will relinquish all rights and interest to the Internet domain
known as ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ to the PYRAMID PARTIES.
6. The PYRAMID PARTIES shall be allowed to keep the forty thousand dollars
($40,000.00) to be received by ▇▇▇▇▇ ▇▇▇▇▇▇ from the purchasing party.
UNCUT ___ LTD regarding that certain License Agreement that ▇▇▇▇▇
▇▇▇▇▇▇ entered into for the sale of the foreign rights to "Bridge to
Havana." With that money, the PYRAMID PARTIES must pay any and all
brokerage commissions promised or bargained for with, through and for
that certain contract. Further, the PYRAMID PARTIES represent and
warrant that they have as of the date of the signing of this Mutual
Release and Settlement, satisfied and paid any and all brokerage
commissions due and owing. Contemporaneously with the execution of this
Mutual Release and Settlement Agreement, the PYRAMID PARTIES agree that
they will furnish a fully executed copy of the License Agreement, and
thereafter will notify the licensee in writing (and copy AGU) that they
are no longer authorized to communicate on behalf of Pyramid Music
Corp. or AGU, and that all future correspondences should be directed to
▇▇▇▇▇ ▇▇▇▇, President of AGU at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇. AGU shall be entitled to all royalties and future
monies due under said License Agreement. After the execution of this
Mutual Release and Settlement Agreement any other monies received the
PYRAMID PARTIES pursuant to the above-mentioned License Agreement and
any amendments or addendums thereto other than the above-mentioned
forty thousand dollars ($40,000.00), shall be deemed the property of
AGU and must be immediately tendered to AGU by the PYRAMID PARTIES.
7. At the time of execution of this Mutual Release and Settlement
Agreement, the PYRAMID PARTIES shall deliver to ▇▇▇▇▇ ▇▇▇▇, President
of AGU at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ all
contractual rights of any kind, master recordings in any form,
including, but not limited to, DVD, CD or tape related to Bridge to
Havana, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, and DubFX.
8. The current Distribution Agreement, which was assigned to AGU, shall
remain in full force and effect as the current and existing property
and right of AGU. None of the PYRAMID PARTIES shall ever disturb or
seek to act in any capacity toward or in furtherance of any rights
thereto, including, but not limited to, acting as "Key Man."
Contemporaneously with the execution of this Mutual Release and
Settlement Agreement, the PYRAMID PARTIES will notify the licensee
in writing (and copy AGU) that they are no longer authorized to
communicate on behalf of Pyramid Music Corp. or AGU, and that all
future correspondences should be directed to ▇▇▇▇▇ ▇▇▇▇, President
of AGU at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
9. With regard to the existing ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ agreement, AGU shall
transfer any rights and interest it may have in said agreement to ▇▇▇▇▇
▇▇▇▇▇▇, if within the next thirty (30) days from the date of execution
of this Mutual Release and Settlement Agreement, should ▇▇. ▇▇▇▇▇▇
execute and deliver to AGU a standard acceptable form of a Full General
Release from ▇▇▇▇▇ [illegible] and [illegible] Production, LLC.
10. At the time of execution of this Mutual Release and Settlement
Agreement, the PYRAMID PARTIES shall deliver to ▇▇▇▇▇ ▇▇▇▇,
President of AGU at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇▇▇, [text manually deleted] and each of the leased four (4) DELL
computers and their accessories, components, and all of their
documented hard drives and contents therein. However, the PYRAMID
PARTIES may remove their own legal and other confidential
information, which had been stored on those computers.
11. As a [illegible] inducement to enter into this Mutual Release and
Settlement Agreement, the Parties agree that the settlement letters
between the Parties, the Parties' verbal discussions, the terms of
this settlement negotiation and all documents reflecting the
settlement, except any documents which may be necessary to
effectuate the intent of any terms mentioned within this Mutual
Release and Settlement Agreement, shall be confidential and
privileged, and shall not be disclosed to any third party other than
(1) any accountant; (2) the Internal Revenue Service or any other
taxing authority; (3) the attorneys and employees of the Parties;
(4) as otherwise required by law, including but not limited to,
under regulations of the United States SEC, state [illegible]
services regulators and other governmental agencies; (5) in response
to a Court Order compelling production in response to a request for
production or subpoena; or (6) as necessary to enforce this Mutual
Release and Settlement Agreement.
12. The Parties are not relying upon any prior, contemporaneous, or
concurrent oral, tacit, or written representation, statement, letter
agreement, understanding, side-deal, inducement, warranty, or
utterance as an inducement to enter into Mutual Release and
Settlement Agreement. This written Mutual Release and Settlement
Agreement constitutes the entire understanding of the Parties with
respect to the disposition of conversations, inducements,
understandings, warranties, utterances or agreements made prior to,
contemporaneous with, and/or concurrently with execution and
delivery of this Mutual Release and Settlement Agreement are merged
into this written document and are of no further force and effect.
13. Except as provided herein, the Parties hereby warrant and represent to
each other than they have not made any sale, assignment, transfer,
conveyance or other disposition of any of their actual or potential
claims, actions, crossclaims, counterclaims, defenses and causes of
action against each other and that they are authorized to execute,
deliver and perform under this Mutual Release and Settlement Agreement.
14. No change, modification or waiver of any provision of this Mutual
Release and Settlement Agreement or any exhibit hereto shall be
valid or binding unless it is in writing and signed by all Parties
to this Mutual Release and Settlement Agreement. Notwithstanding
any applicable law, the terms of this paragraph and all other
provisions of this Mutual Release and Settlement Agreement may not
be waived by any prior, contemporaneous, concurrent or subsequent
course of dealing, course of conduct, trade practice, or attempted
modification.
15. In any proceeding to enforce or concerning this Mutual Release and
Settlement Agreement, in addition to any other relief that the
prevailing Party may be entitled to, the prevailing Party shall be
entitled to recover their attorneys' fees and costs incurred at the
trial and appellate levels, including, but not limited to, any
attorneys' fees and costs incurred in litigating the entitlement to
and amount of such attorneys' fees and costs. This Settlement
Agreement shall be construed in accordance with the laws of the
State of Florida, and each Party expressly consents to the exclusive
jurisdiction and venue to and within the State Courts of Broward
County, Florida for any litigation to enforce the contents of this
Mutual Release and Settlement Agreement.
Each Party, ▇▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇ ▇▇▇▇▇; ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇;
PYRAMID RECORDS CORP.; PYRAMID MEDIA GROUP, and AGU ENTERTAINMENT CORP., PYRAMID
RECORDS INTERNATIONAL, THE TUBE MUSIC NETWORK, and any and all affiliated
companies and subsidiaries, officers and directors, agrees, hereby [illegible]
mutually releases, acquits, satisfies and forever discharges the other of and
from any and all manner of action and actions, cause and causes of action,
suits, debts, [illegible], sums of money, accounts, reckonings, bonds, bills,
ledgers, specialties, securities, [illegible], negotiable instruments,
covenants, contracts, controversies, agreements, promises, [illegible],
[illegible], damages, judgments, executions, [illegible] and demands whatsoever
in law or in equity, which each ever had, now has, or may have in the future,
against the other, for, upon or by reason of any manner, cause or thing
whatsoever from the beginning of time to the date hereof.
16. By signing below, the Parties hereby represent and warrant that they
possess lawful authority to execute this Mutual Release and Settlement
Agreement and to execute all settlement instruments on behalf of the
designated Parties to bind said Parties to the terms and conditions of
this Mutual Release and Settlement Agreement, and to perform any act
required by this Mutual Release and Settlement Agreement.
IN WITNESS WHEREOF, I have hereunto set my hand and seal on the date set
forth below.
▇▇▇▇▇ ▇▇▇▇▇▇, an individual
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------
STATE OF FLORIDA )
)
COUNTY OF Dade )
The foregoing instrument was sworn to and acknowledged before me this 8
day of December, 2004 by ▇▇▇▇▇ ▇▇▇▇▇▇, who is either personally known to me or
produced ________________ as identification.