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EXHIBIT 10.1
SETTLEMENT AGREEMENT
1. This Settlement
Agreement (the "Agreement") is made by and between Paul Davis
Automation, Inc. ("PDA") and Scientific Technologies, Inc. ("STI"),
collectively referred to as the "Parties."
2. This Agreement is
made as a compromise among the Parties for the complete and final
settlement of their claims, disputes and differences, whether
asserted in the action brought by PDA against STI and styled
Paul Davis Automation, Inc. v. Scientific Technologies, Inc.
, United States District Court, Eastern Division, Case No. 1:03 CV
1292 (the "Lawsuit") or not. The Parties have entered into this
Agreement, among other reasons, to avoid the further expense,
inconvenience and burden of protracted litigation and to completely
and finally settle their claims, disputes and differences, as set
forth herein.
3. This Agreement, and
any and all negotiations, documents and discussions associated with
it, shall not in any event be construed or be deemed to be an
admission of any liability or wrongdoing on the part of either
Party.
4. The Parties agree
that the terms and conditions of this Agreement bind the Parties
hereto, their assigns, successors in interest, directors, officers,
employees, executors, administrators, estates, and heirs.
5. This Agreement
contains the entire agreement between the Parties with regard to
the matters set forth herein. There are no other representations,
understandings, promises or agreements, whether verbal or
otherwise, in relation thereto, between the Parties, except as are
expressly set forth herein.
6. No later than 5:00
p.m. on February 15, 2005 and no earlier than noon on February 1,
2005, STI shall deliver to counsel for PDA, Wilsman &
Schoonover, LLC at the address set forth in the pleadings of the
Lawsuit, a certified or cashier's check in the amount of
$600,000.00, made out to Wilsman & Schoonover, LLC, attorneys
for PDA, for deposit into its IOLTA account, or shall wire transfer
$600,000.00 into the IOLTA account of Wilsman & Schoonover, LLC
pursuant to instructions from Wilsman & Schoonover, LLC.
7. STI, on behalf of
itself and any respective predecessors, successors, assigns,
directors, officers, employees, agents and representatives (the
"STI Releasing Parties") hereby releases and unconditionally
discharges PDA, together with PDA's respective predecessors,
successors and assigns, directors, officers, employees, agents and
representatives (the "PDA Released Parties), from any and all such
claims, demands, suits, causes of actions, rights, debts,
liabilities, assessments, obligations or damages, of any kind that
were or could have been raised in the Lawsuit, whether such claim,
demand, suit, cause of action, right, debt, liability, assessment,
obligation or damage, was known or unknown to any or all of the STI
Releasing Parties on or before the date of the execution of this
Agreement, was asserted or not asserted by any or all of the STI
Releasing Parties against any or all of the PDA Released Parties on
or before the date of the execution of this Agreement, was
threate
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