SETTLEMENT AGREEMENT AND
RELEASE
This Settlement
Agreement and Release (the “Agreement”) is made by and
between P. Michael Williams (the “Consultant”) and
Remedent, Inc., a Nevada corporation (the “Company”) as
of November 16, 2006.
A. The
Consultant and the Company have previously entered into a
Consulting Agreement effective as of January 1, 2006 (the
“Consulting Agreement”) pursuant to which the
Consultant agreed to perform certain consulting and development
services relating to the dental and oral care markets; and the
Company agreed to pay for such services pursuant to the terms and
conditions set forth in the Consulting Agreement.
B. The
Consultant and the Company have also previously entered into a
Non-Qualified Stock Option Agreement dated May 29, 2006
relating to a grant of an option to purchase 150,000 shares of the
Company’s common stock.
C. Disputes
between the Consultant and Company have arisen in connection with
the Consulting Agreement, and the Consultant and Company desire to
resolve such disputes according to the terms and conditions of this
Agreement.
NOW, THEREFORE, in
consideration of the premises and the mutual covenants and
agreements contained in this Agreement, the parties hereby agree as
follows:
1. Defined
Terms . For all purposes of this Agreement, except as otherwise
expressly provided herein or otherwise referenced herein, all
capitalized terms used herein shall have the meanings attributed to
them by the Consulting Agreement.
2.
Termination of Consulting Period . The parties hereby agree
that the Consulting Period shall terminate concurrently with the
execution of this Agreement by both parties (the “Effective
Date”). As of the Effective Date, the Consultant shall have
no obligation to provide the Company with any consulting and
developing services set forth under Section 2 of the
Consulting Period; and except for the Settlement Payment (as
defined below in Section 3 below) the Company shall have no
obligation to make any payments to the Consultant.
3.
Assignment of M-White .
(a)
Assignment . The Company hereby assigns and transfers to the
Consultant any and all right, title, interest, free and clear of
any and all liens and encumbrances, in the development product
known as the M-White which is a musical, sound and harmonic energy
tooth whitening system (“M-White”).
(b)
Consideration . In consideration for the assignment of the
M-White by the Company to the Consultant, the Consultant hereby
surrenders his option to purchase an aggregate of 150,000 shares of
the Company’s common stock at an exercise price of $2.60 per
share (the “Option”), which were granted pursuant to
the Non-Qualified Stock Option Agreement dated as of May 29,
2006 by and between the Consultant and the Company (the
“Option Agreement”). As of the Effective Date, the
Consultant shall have no rights to the Option and the Option
Agreement shall be terminated, cancelled, void and have no
effect.
4.
Payment . Pursuant to the terms and conditions of this
Agreement, the Company hereby agrees to pay the Consultant $65,000
(the “Settlement Payment”), which Settlement Payment
shall be paid in the form of wire transfer which shall be initiated
no later than two (2) business days following the Effective
Date. In consideration for the Settlement Payment by the Company to
the Consultant, the Consultant hereby compromises and settles any
and all past, present, or future claims, demands, obligations, or
causes of action for compensatory or punitive damages, costs,
losses, expenses, and compensation, whether based on tort,
contract, or other theories of recovery, that the Consultant now
has or may hereafter have against the Company, its successor in
interest, heirs, and assigns arising from the subject matter of the
Consulting Agreement and the related Confidentiality Agreement; and
releases all claims referenced in this Agreement; and agrees that
this Agreement shall constitute a bar to all such
claims.
5. General
Release and Unknown Claims .
a.
Release and Discharge . The Consultant acknowledges that he
enters this Agreement freely and voluntarily. The Consultant hereby
irrevocably and unconditionally releases and forever discharges the
Company, its respective officers, agents, shareholders, directors,
supervisors, attorney, agents, related entities, representatives,
employees, affiliates and its successors and assigns and all
persons acting by, through, under or in concert with any of them
from any and all charges, complaints, grievances, claims, actions,
and liabilities of any kind (including attorneys’ fees,
interest, expenses and costs actually incurred) of any nature
whatsoever, known or unknown, suspected or unsuspected (hereinafter
referred to as “Claims”), which the Consultant had, has
or may have in the future, arising
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