|
Exhibit 10.1
RELEASE AND SETTLEMENT
AGREEMENT
THIS AGREEMENT ("Agreement") is made for
reference effective the 28th day of November, 2008.
BETWEEN :
INDIEMV MEDIA GROUP, INC. a Nevada
company, and having its address for notices hereunder at 1275
Hamilton Street, Suite 302, Vancouver, BC V6B 1E2
(hereinafter referred to as " IndieMV
");
OF THE FIRST PART
AND :
SOUTH AMERICAN BUSINESS DEVELOPMENT
CORPORATION , A British Columbia company and having its address
for notices hereunder at 2983 West 4 th Avenue, Suite
406, Vancouver, BC V6K 1R5;
(hereinafter referred to as " SAB ");
OF THE SECOND PART
AND :
RICARDO KHAYATTE AND RICARDO KHAYATTE, JR
, with their address for notices hereunder at 2983 West 4
th Avenue, Suite 406, Vancouver, BC V6K 1R5;
(hereinafter referred to collectively as "
Ricardo ");
OF THE THIRD PART
(IndieMV, SAB and Ricardo are hereinafter
singularly also referred to as a " Party " and collectively
referred to as the " Parties " as the context so
requires)
WHEREAS :
A.
Ricardo are the founders of IndieMV;
B.
The business for which IndieMV was formed by
Ricardo has not progressed well, Ricardo has determined that it is
in the best interest of IndieMV and its shareholders to go their
separate ways and this Agreement is entered into as a final
severance of all issues between the parties and their stake
holders, including shareholders;
C.
Ricardo and SAB are the registered and
beneficial owners of 13,957,176 shares of IndieMV’s common
stock (the "Settlement Stock") and have agreed to the cancellation
of the Settlement Stock;
2
- -
NOW THEREFORE THIS AGREEMENT WITNESSETH
THAT in consideration of the within covenants and other
consideration, the receipt and sufficiency of which is hereby
acknowledged, THE PARTIES HERETO MUTUALLY COVENANT AND AGREE
AS FOLLOWS :
1.
IndieMV Issues . SAB and
Ricardo agree to the termination without claim of any agreement
between themselves and IndieMV and the termination of any position
as director, officer or otherwise with IndieMV and in particular,
but not so as to restrict the generality, the immediate termination
of:
(i)
Any consulting, management or employment
agreements;
(ii)
Any officer or director positions; or
(iii)
Any representative capacity or agency; and
(iv)
IndieMV will keep the web property indiemv.com
and all its existing software.
2.
SAB and Ricardo Issues .
IndieMV warrants to cause:
(i)
SAB and Ricardo to be released and discharged of
all liabilities of any capacity they held in IndieMV and IndieMV
shall file, post haste, all public notices of termination with any
registry, stock exchange, regulator or other body with which
filings of such matters are normal or advisable;
(ii)
IndieMV shall pay Ricardos’ legal costs of
this matter, up to a maximum of $2,500.00;
(iii)
Subject to Paragraph 3, below, IndieMV shall
hold SAB and Ricardo harmless and shall indemnify then for all
actions, costs or damages which may be taken by any third party
relating to their offices and capacities with IndieMV;
(iv)
SAB and Ricardo shall retain possession of 4
used personal computers originally purchased by IndieMV and since
modified or upgraded by SAB and/or Ricardo, the serial numbers of
the four computers being W87510LKX85, W87032Z6WDG,
W8730231X92, W873ccKX86;
(v)
SAB and Ricardo shall forthwith remove from the
said four computers all proprietary information of IndieMV that may
be have been stored on the computers and provide all such
information to IndieMV in readable electronic format; and
(vi)
SAB and Ricardo shall store all of the IndieMV
business records and office material including computers and other
small equipment, files, etc for up to 4 months from the date of
this Agreement, without charge to IndieMV, and shall make such
records available to IndieMV on reasonable notice.
4.
Cancellation of Settlement Stock .
The Settlement Stock shall be cancelled effective on the date
of this Agreement. Ricardo and SAB shall deliver all documents and
stock powers as necessary to effect such cancellation.
5.
Release of SAB and Ricardo .
For due and valuable consideration, the receipt of
which is acknowledged, IndieMV, for and on behalf of itself, its
directors, officers and shareholders, hereby remise, release, hold
harmless, indemnify and forever discharge SAB and Ricardo and any
and all directors, officers, affiliates, agents, attorneys, family
and any other associates related to their involvement with
IndieMV
| 
