|
Exhibit 10.4
SETTLEMENT AGREEMENT
AND GENERAL RELEASE
This
Settlement Agreement and General Release (“Agreement”)
is entered into effective this 23rd day of
August, 2006 by and between Material
Technologies, Inc., a Delaware corporation (“MaTech”),
and Ben Franklin Technology Partners of Southeastern Pennsylvania,
formerly known as Advanced Technology Center, a Pennsylvania
non-profit corporation (“BFTP”). MaTech and BFTP
shall each be referred to as a “Party” and collectively
as the “Parties.”
WHEREAS,
on May 4, 1987, MaTech entered into a funding agreement (the
“Funding Agreement”) with BFTP, whereby BFTP provided
$63,775 to MaTech for the purchase of a royalty of 3% of future
gross sales and 6% of sublicense revenues on certain MaTech
products;
WHEREAS,
The Funding Agreement was amended on August 28, 1987, and as
amended, the royalty cannot exceed the lesser of (1) the amount of
the advance plus a 26% annual rate of return or, (2) total
royalties earned for a term of 17 years;
WHEREAS,
as of the date hereof, the Parties have not established the amount,
if any, due and owing under the Funding Agreement;
WHEREAS,
the Parties wish to come to a final resolution regarding the
amounts, if any, due from MaTech to BFTP under the Funding
Agreement;
NOW,
THEREFORE, for good and adequate consideration, the receipt of
which is hereby acknowledged, without admitting or denying any
wrongdoing by any Party hereto, the Parties wish to resolve the
dispute in full and therefore, covenant, promise and agree as
follows:
1.
Consideration of MaTech . As its consideration under
this Agreement and in full payment to BFTP for all outstanding
amounts MaTech owes to BFTP whether under the Funding Agreement or
otherwise, if any, MaTech agrees to issue to BFTP, within ten (10)
days from the execution and delivery of this Agreement to MaTech
from BFTP, One Million (1,000,000) shares of MaTech common stock,
restricted in accordance with Rule 144 of the Act (the
“MaTech Shares”). The signature pages of this
Agreement, signed by BFTP and MaTech, will be delivered to
MaTech’s counsel, The Lebrecht Group, APLC
(“TLG”), at which time the shares will be requested
from MaTech’s transfer agent. Once TLG receives the
shares it will send the shares to BFTP and deliver the executed
signature pages to the both Parties.
2.
Consideration of BFTP . In exchange for the MaTech
Shares, BFTP agrees that all outstanding amounts that are allegedly
due and owing to BFTP from MaTech whether under the Funding
Agreement or otherwise, will be considered satisfied in their
entirety.
3.
General Release . Effective on the date hereof, the
Parties, and their respective agents, affiliates, divisions,
predecessors, successors and assigns, hereby release the other
Parties, and each and all of their present and former agents,
officers, directors, attorneys, and employees, from and against any
and all claims, agreements, contracts, covenants, representations,
obligations, losses, liabilities, demands and causes of action
which it may now or hereafter have or claim to have against that
Party, as a result of any amounts alleged to be owed by MaTech to
BFTP. This release of claims and defenses shall not alter the
prospective duties between the Parties under this Agreement.
4.
Acknowledgment of Effect of Release . The Parties
acknowledge and agree that this release applies to all claims that
one Party may have against any other Party arising out of, or
pertaining to, any amounts alleged to be owed by MaTech to BFTP,
including, but not limited to, causes of action, injuries, damages,
claims for costs or losses to a Party’s person and property,
real or personal, whether those injuries, damages, or losses are
known or unknown, foreseen or unforeseen, or patent or
latent. The Parties agree not to file any complaints, causes
of action, or grievances with any governmental, state or county
entity against the other Party arising out of, or pertaining to any
amounts alleged to be owed by MaTech to BFTP. Each Party
further agrees and understands that the above releases will be
effective as of the date of this Agreement and any Party’s
sole remedy against any other Party regarding any amounts alleged
to be owed by MaTech to BFTP will be for breach of this
Agreement.
5.
Section 1542 Release. It is understood and agreed by the
Parties hereto that all rights under Section 1542 of the Civil Code
of California, which provides as follows:
“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,”
are hereby expressly waived. The Parties acknowledge,
agree and understand the consequences of a waiver of Section 1542
of the California Civil Code and assumes full responsibility for
any and all injuries, damages, losses or
|
