This Settlement Agreement involves
Title: SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Governing Law: California Date: 4/6/2010
AND MUTUAL RELEASE
This Settlement Agreement and Mutual Release ("Agreement") is entered into as of March 30, 2010 by and between Kenneth O. Morgan (“Morgan”), Helix Wind, Corp., a Nevada corporation (“Helix Wind”) and Scott Weinbrandt (“Weinbrandt”). As used herein, the term “the Parties” shall be used to refer to Morgan, Helix Wind and Weinbrandt jointly.
WHEREAS, Morgan and Helix Wind entered into an Employment Agreement dated June 1, 2008 for the employment of Morgan by Helix Wind.
WHEREAS, on or about July 10, 2009 Morgan filed an action against Helix Wind. Ian Gardner and Weinbrandt in the San Diego Superior Court, Central District, Case No. 37-2009-00093802 entitled Kenneth Morgan v. Helix Wind, et al . alleging, inter alia , breach of the Employment Agreement.
WHEREAS, on or about November 6, 2009 Helix Wind filed a cross-complaint alleging, inter alia , breach of the Employment Agreement, naming Morgan as cross-defendant. Morgan’s complaint and all amendments thereto, and Helix Wind’s related cross-complaint in Case No. 37-2009-00093802 entitled Kenneth Morgan v. Helix Wind, et al . shall be referred to hereunder and collectively as the (“Action”).
WHEREAS, each of the Parties desire to fully and finally resolve all claims that they have or may have against any of the Parties related to the Action.
WHEREFORE, in consideration of the foregoing Recitals and the agreements and promises hereinafter set forth and for good and valuable consideration, the Parties hereto agree as follows:
1.00 PAYMENT . Helix Wind agrees that it will pay the sum of $150,000.00 (the “Settlement Payment”) simultaneous with the execution of this Agreement by all parties. The Settlement Payment shall be made by wire transfer to “Law Office of Sean Brew Client Trust Account” to an account furnished by Sean Brew to Helix Wind in writing or by e-mail transmission.
2.00 RELEASE. In consideration of the Settlement Payment and the other promises and considerations set forth in this Agreement, Morgan, Helix Wind and Weinbrandt do hereby mutually release, acquit and forever discharge each other from any and all claims, demands, damages, causes of action or suits in equity, of any kind whatsoever, at common law, statutory or otherwise, which they have or may have, known or unknown, now existing or that might arise hereafter that were or could have been asserted in the Action, except for the promises and conditions set forth in this Agreement.
Nothing in this Agreement shall be construed as a release in favor of Defendant Ian Gardner, and Morgan expressly retains all rights against Gardner.
3.00 WAIVER OF SECTION 1542. As to the matters released herein, the Parties expressly waive any and all rights against one and other under Section 1542 of the California Civil Code which provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO THE 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 EFFECTED HIS SETTLEMENT WITH THE DEBTOR."
4.00 FILING OF DISMISSALS. The Parties agree that:
A. Within three (3) business days of receipt of the Settlement Payment, Morgan shall cause its attorneys to execute and file a request for dismissal with prejudice of its complaint in the Action against Helix Wind, Gardner and Weinbrandt, and shall provide Helix Wind and Weinbrandt a file-stamped copy of the dismissal from the San Diego Superior Court.
B. Within three (3) business days after the Company receives the file-stamped copy that the Complaint is dismissed, Helix Wind shall cause its attorneys to execute and file a request for dismissal with prejudice of its cross-complaint against Morgan in the Action, and shall provide Morgan, Gardn