RELEASE
AND SETTLEMENT AGREEMENT- LARSON
THIS
RELEASE AND SETTLEMENT AGREEMENT (this “
Agreement ”)
is made and entered into as of this 11th day of July 2007 by and
among Indigo-Energy, Inc., a Nevada corporation (the “
Company ”)
and Appalachian Technology and Transportation, Inc., a corporation;
and David Larson collectively referred to as Contractor
(“
Contractor ”),
and the leadership of the majority interest of Indigo-Energy
Partners, LP, (“LP”) together with the Company, the
“
Parties ”
each a “
Party ”).
WHEREAS,
reference is made to a number of Employment Agreements
(Original Agreement) between the Parties for the Contractor to
provide services in exchange for fees and the issuance of
stock. pursuant to which the Company and Contractor had agreed
to certain terms and conditions, and more specifically,
Company issued to Appalachian Technology and Transportation,
Inc. ten million (10,00,000) shares of Indigo common stock
(“Stock”) for future services to be performed by
Contractor as described in Original Agreement;,
and
WHEREAS,
the
Parties have agreed that it is in their best interests to
modify the terms relating to the Original Agreement pursuant
to the terms set forth herein; and
WHEREAS,
the Company has offered and the Contractor has agreed to
accept such modifications to the Original Agreement for
services rendered pursuant to the terms set forth herein;
and
WHEREAS,
the Contractor has agreed that acceptance of such
modifications to the Original Agreement shall constitute
payment in full for services rendered and forever waives all
right, title and interest to any further compensation by the
Company;
NOW,
THEREFORE, the Parties hereto, intending to be legally bound,
hereby agree as follows:
Section
1.
Waiver and Settlement .
Effective upon the execution of this Agreement, and concurrent with
the return to the Company of the signed Stock certificates for ten
million shares (10,000,000) in the name of Appalachian Technology
and Transportation, (Appalachian) Inc. for cancellation of five
million shares (5,000,000) and re-issuance of two million shares
(2,000,000) of restricted common stock in the name of Appalachian
and three million shares (3,000,000) in the names per schedule A,
attached, the Contractor hereby waives all rights, claims,
interests and title to the Original Agreement and hereby agrees
that any previous agreements or understandings between the Parties
are null and void and of no further force or effect. Further, the
Contractor will concurrently execute the attached Resignation
Letter, in consideration for a one-time settlement and separation
fee of one-hundred thousand dollars ($100,000) to be paid to
Contractor, commencing with $10,000 payments on July 25, 2007 and
the first of the month for August through December 2007 with a
final payment not later than December 31, 2007 for which the
Contractor will be responsible for his own taxes. Further, for a
period of one-year, the Company acknowledges that it will
compensate Contractor a Finders Fee (Fee) at a rate of five percent
of the gross amount of dollars received by the Company in the form
of a debenture, note or similar instrument, brought about through
the sole efforts of the Contractor, said Fee to be payable within
10 days of receipt of those funds by the Company. It is understood
that this Fee as a cumulative and total Fee and any other costs or
fees associated with the delivery of such funding will be deducted
from this Fee. The Company and the LP hereby and forever agree to
indemnify Contractor against any and all claims for all of time
from the Company and/or the LP or any of their members or
shareholders brought about as a result of Contractors
representation, services provided, and work performed from the date
of the first Contractor engagement through the date of this
Agreement. Further, the Company agrees to indemnify, hold harmless,
and cover any expenses or judgments against Contractor from any
actions, suits, or claims from Richard Haggart, Consumer Value
Network, Steve White or its affiliates or assigns.
Section
2.
Release .
(a) Contractor hereby waives, releases and discharges the Company,
and the Company hereby waives, releases and discharges the
Contractor its subsidiaries and their respective officers,
directors, stockholders, employees, agents, attorneys,
subsidiaries, servants, successors, insurers, affiliates and their
successors and assigns, from any and all manner of action, claims,
liens, demands, liabilities, causes of action, charges, complaints,
suits (judicial, administrative or otherwise), damages, debts,
obligations of any nature, past or present, known or unknown,
whether in law or in equity, whether founded upon contract
(expressed or implied), tort (including, but not limited to,
defamation), statute or regulation (State, Federal or local),
common law and/or any other theory or basis, from the beginning of
the world to the date hereof, including, but not limited to, any
claim that the Contractor has asserted, now asserts or could have
asserted, but not including any claim for the enforcement of this
Agreement. Further, the LP hereby extend the same release and
indemnity to Contractor, and the Company agrees to fully indemnify
Contractor for any claims from an parties for any non-criminal
actions during the terms of Contractor’s Agreement including
any reasonable attorney fees that may be incurred by
Contractor.
(b)
It is understood and agreed by the Parties that the facts and
respective assumptions of law in contemplation of which this
Agreement is made may hereafter prove to be other than or
different from those facts and assumptions now known, made or
believed by them to be true. The Parties expressly accept and
assume the risk of the facts and assumptions being different,
and agree that all terms of this agreement shall be in all
respects effective and not subject to termination or reclusion
by any such difference in facts or assumptions of
law.
Section
3.
Successors .
This Agreement shall be binding upon and inure to the benefit of
the Parties and their respective administrators, representatives,
executors, succ
|
