Back to top

RELEASE AND SETTLEMENT AGREEMENT

Settlement Agreement

RELEASE AND SETTLEMENT AGREEMENT | Document Parties: 101117559 Saskatchewan Ltd | Caelum Finance Ltd | Tekaz Mining Corp You are currently viewing:
This Settlement Agreement involves

101117559 Saskatchewan Ltd | Caelum Finance Ltd | Tekaz Mining Corp

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: RELEASE AND SETTLEMENT AGREEMENT
Date: 10/10/2008

RELEASE AND SETTLEMENT AGREEMENT, Parties: 101117559 saskatchewan ltd , caelum finance ltd , tekaz mining corp
50 of the Top 250 law firms use our Products every day


EXHIBIT 10.1

 

 

RELEASE AND SETTLEMENT AGREEMENT

 

This Release and Settlement Agreement (the “Agreement”) effective as of the 9th day of October, 2008 (the “Effective Date”), is made and entered into by and between Vault Technology, Inc., a Nevada corporation, Tekaz Mining Corp, a British Columbia corporation, and 101117559 Saskatchewan Ltd, a Saskatchewan corporation, (collectively, the “Vault Entities”); and Caelum Finance Ltd., a British Columbia corporation and Curt White, an individual (collectively, the “Caelum Parties”).

 

W I T N E S S E T H:

 

WHEREAS, the parties believe it is in their best interests to terminate all existing relationships between the parties and settle all outstanding debts between the Vault Entities and the Caelum Entities; and

 

WHEREAS, the parties desire to set forth the terms and conditions of the termination of relationships, the transfer of rights and interests, the release and assumption of liabilities, and the waiver and release of claims.

 

NOW THEREFORE, in consideration of the promises and the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

 

1. Termination of Existing Agreements.  Vault Entities and Caelum Parties hereby agree that except for the agreements made herein, any and all existing agreements, contracts or understandings, debts or liabilities, whether written or oral, by and between Vault Entities and Caelum Parties (collectively the “Existing Agreements”) are hereby terminated (without penalty or damages to any party) and shall be of no further force and effect. Vault Entities and Caelum Parties agree that no amounts shall be payable to Caelum Parties pursuant to the Existing Agreements and that any and all amounts due and payable by Caelum Parties to Vault Entities shall be extinguished and completely released.

 

2. Release.

 

2.1. Release by Caelum Parties.  Except as provided in this Agreement, and conditioned on the full and faithful performance of all obligations of Vault Entities herein, Caelum Parties, on behalf of such parties representatives, successors, assigns, affiliates, agents, employees and attorneys, hereby knowingly and voluntarily releases, acquits and forever discharges Vault Entities and its respective heirs, representatives, shareholders, officers, directors, investors, successors, assigns, affiliates, agents, employees and relatives, from any and all actions, causes of action, claims, suits, demands, rights, damages, costs, invoices, expenses (including but not limited to attorneys’ fees), accounts, judgments, executions, debts, obligations, rights of contribution and indemnification, and any and all other liabilities of any kind or nature whatsoever, either in law or in equity, whether matured or unmatured, and whether known or unknown, from the beginning of time up to and including the Effective Date.

 

1


 

2.2. It is understood that there is a risk that, subsequent to the execution and delivery of this Agreement, losses, damages or injuries might be incurred which are unknown or unanticipated, for whatever reason, at the time of the execution and delivery of this Agreement.  It is none the less specifically agreed that the releases specified in this Agreement are fully and completely effective regardless of any present lack of knowledge on the part of any party as to any claims, charges, complaints, liabilities, obligations, debts, suits, demands, grievances, losses, damages, injuries costs, expenses, rights, actions or causes of action, or as to any possible fact or circumstance relating in any manner to the matters for which the releases specified in this Agreement are made.  Caelum Parties voluntarily, intentionally and expressly waive the benefits and provisions of Section 1542 of the Civil Code of the State of California, and any similar law of any state or territory of the United States of America or other jurisdiction.  Specifically, that Section 1542 specifies as follow:

 

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

 

2.3. Release by Vault Entities.  Vault Entities, on behalf of Vault Entities and on behalf of his heirs, representatives, successors, assigns, affiliates, agents, employees and relatives, hereby knowingly and voluntarily release, acquit and forever discharge Caelum Parties and such parties’ representatives, shareholders, officers, directors, investors successors, assigns, affiliates, agents, employees and attorneys, from any and all actions, causes of action, claims, suits, demands, rights, damages, costs, invoices, expenses (including but not limited to attorneys’ fees), accounts, judgments, executions, debts, obligations, rights of contribution and indemnification, and any and all other liabilities of any kind or nature whatsoever, either in law or in equity, whether matured or unmatured, and whether known or unknown, from the beginning of time up to and including the Effective Date.

 

2.4. It is understood that there is a risk that, subsequent to the execution and delivery of this Agreement, losses, damages or injuries might be incurred which are unknown or unanticipated, for whatever reason, at the time of the execution and delivery of this Agreement.  It is none the less specifically agreed that the releases specified in this Agreement are fully and completely effective regardless of any present lack of knowledge on the part of any party as to


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more