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Exhibit
10.64
SETTLEMENT AGREEMENT AND
MUTUAL RELEASE
This Settlement Agreement and
Mutual Release (the “ Agreement ”) is made as of
November 16, 2007 by and between Public Media Works, Inc., a
Delaware corporation (“ PMW ”), and Savvior
Technology Solutions (“ Savvior ”), with
reference to the following facts:
A. PMW and Savvior were
parties to an agreement dated October 11, 2004 related to
website hosting services (the “ Services Agreement
”).
B. The parties have
terminated the Services Agreement and disputed the amounts due to
Savvior from PMW for services performed under the Services
Agreement; Savvior has filed suit against PMW for claims arising
under the Services Agreement in United States District Court for
the Western District of Pennsylvania, at Docket
No. 2:06-CV-0401 (the “ Lawsuit ”); the
parties entered into a Forbearance Agreement dated May 10,
2006 and subsequently agreed to settlement terms with respect to
the Lawsuit; and the parties now wish to settle their disputes and
all business between them, and fully release each other from any
further claims that either party has or may have against the
other.
NOW, THEREFORE, the parties
to this Agreement do hereby agree as follows:
1. On or before
December 1, 2007, PMW shall pay to Savvior the sum of Forty
Thousand Two Hundred Fifty Dollars ($40,250) in the form of a
cashier’s check made payable to “Savvior Technology
Solutions” and sent to Savvior at the address provided by
Savvior to PMW. The parties agree this amount represents the total
remaining amount owed by PMW to Savvior under the terms of the
Services Agreement and the Lawsuit. This Agreement shall not be
effective unless and until such funds are paid by PMW on or before
December 1, 2007.
2. Subject to delivery of the
payment described in Paragraph 1, PMW forever releases and
discharges Savvior and its shareholders, officers, directors,
employees, agents, successors in interest, representatives, and
assigns (collectively, the “ Savvior Released Parties
”) from and against any and all actions, causes of action,
claims, demands, and obligations of whatever character, nature or
kind, in law or in equity, past or present, known or unknown,
suspected or unsuspected (hereinafter collectively and separately
referred to as the “ PMW Claims ”) which PMW has
or ever had, against the Savvior Released Parties that were or
could have been asserted in the Lawsuit or as of the date of this
Agreement, relating to, arising out of, or resulting from the
business relationships between or among them, including, but not
limited to, the Services Agreement or the Lawsuit, or any claims
alleging a defect in the products or services supplied by Savvior.
PMW warrants and represents to Savvior that it has not assigned or
transferred any of the PMW Claims.
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3. Subject to delivery of the
payment described in Paragraph 1, Savvior forever releases and
discharges PMW and its officers, directors, shareholders,
employees, agents, representatives, successors in interest, and
assigns (the “ PMW Released Parties ”), from and
against any and all claims, actions, causes of action, and demands
and obligations, of whatsoever character, nature, or kind, in law
or i
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