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Exhibit
10.56
SETTLEMENT AGREEMENT
AND RELEASE
This Agreement
(“Agreement”) is dated this 18th day of May, 2007, by
and between A.S. Kleeman & Associates, Inc.
(“Kleeman”), a corporation existing under the laws of
the State of Georgia, and ICT Group, Inc. (“ICT”), a
corporation existing under the laws of the State of
Pennsylvania.
WHEREAS, Kleeman and ICT
previously entered into an agreement dated June 14, 2001 as
amended from to time with respect to telemarketing services for
Chase Manhattan Bank (the “Prior
Agreement”).
WHEREAS, disputes and
disagreements subsequently arose between the parties regarding
contract rights under the Prior Agreement (the
“Dispute”);
WHEREAS, Kleeman initiated an
arbitration proceeding with respect to the Prior Agreement before
the American Arbitration Association styled A.S.
Kleeman & Associates, Inc. v. ICT Group, Inc.; AAA Case
No. 30-181 Y 0036806 (the “Arbitration
Proceeding”);
WHEREAS, ICT denied any
liability for the claims that Kleeman asserted in the
Arbitration;
WHEREAS, the parties desire
to settle their various disagreements, disputes, dealings and
transactions;
NOW THEREFORE, the parties,
intending to be legally bound and in consideration of the mutual
recitals, covenants and terms herein and for other good and
valuable consideration set forth herein below, agree as
follows:
1. Buy-Out Fee .
Within three (3) business days following the execution of this
Agreement, ICT shall pay to Kleeman, the sum of Eight Hundred
Twenty-Five Thousand Dollars ($825,000.00) [the “Buy-Out
Fee”] by delivery of a check issued to “Sims Moss
Kline & Davis LLP in Trust for A.S. Kleeman &
Associates, Inc.” Alternatively, ICT may deliver
said
proceeds by wire transfer to Sims Moss
Kline & Davis LLP’s trust account for the benefit of
A.S. Kleeman & Associates, Inc. pursuant to the wire
transfer instructions attached to this Agreement as Exhibit
“A.”
2. Contract Buy-Out .
The parties agree that the Buy-Out Fee being paid by ICT to Kleeman
represents ICT’s purchase of, and Kleeman’s
corresponding sale of, any and all of Kleeman’s rights and
interests in and under the Prior Agreement and shall be full and
final settlement, satisfaction and payment of and for any rights
and interests that may now be due or claimed to be due, or which
may hereafter be due, or claimed to be due by Kleeman in and
pursuant to the Prior Agreement.
3. Mutual Releases .
Upon the payment and collection of the Buy-Out Fee, Kleeman, on the
one hand, and ICT, on the other hand, and on behalf of their
respective shareholders, members, partners, principals, attorneys,
affiliates, parent corporations, subsidiaries, predecessor
entities, officers, directors, employees (both past and present),
predecessors, successors, representatives, agents, heirs, executors
and assigns, hereby mutually release each other, and each
other’s respective shareholders, members, partners,
principals, attorneys, affiliates, parent corporations,
subsidiaries, predecessor entities, officers, directors, employees
(both past and present), predecessors, successors, representatives,
agents, heirs, executors and assigns from any and all legal,
equitable or other claims, counterclaims, demands, setoffs,
defenses, contracts, accounts, suits, debts, agreements, actions,
causes of action, sums of money, reckoning, bonds, bills,
specialties, covenants, promises, variances, trespasses, damages,
expenses, losses, extents, executions, judgments, controversies and
disputes, and any past, present or future duties, responsibilities,
or obligations (whether based on contract, tort, statute or other
wrong) which are now known or may hereafter be discovered and which
arise out of, or which may, can, or shall arise out of, or which
have or ever had arisen out of, or which could have arisen out of,
their
collective and individual respective
acts, omissions, transactions and dealings from the beginning of
the world through the date of execution of this
Agreement.
Without limiting the
foregoing and by way of example only: (A) Kleeman releases,
acquits and discharges ICT from any and all claims, rights,
demands, charges, damages, losses and expenses arising from or in
connection with the Prior Agreement, the Dispute and the
Arbitration; (B) ICT releases, acquits and discharges Kleeman
from any and all claims, rights, demands, charges, damages, losses
and expenses arising from or in connection with the Prior
Agreement, the Dispute and the Arbitration. Provided however, that
Kleeman and ICT do not release one another (and do hereby expressly
reserve their rights, demands, claims and causes of actions
against) for any defaults, breaches and controversies arising out
of or in connection with this Agreement.
4. Dismissal With
Prejudice; Costs and Expenses .
(a) Concurrent with the full
execution of this Agreement, the parties shall cause their
respective counsel to jointly execute a Dismissal of the
Arbitration With Prejudice in the form of Exhibit “B”
attached hereto as to all claims and counterclaims that were or
might have been asserted by either of them in the Arbitration; and
said dismissal shall be temporarily held by Kleeman’s counsel
of record. Upon Kleeman’s receipt and collection of the
Buy-Out Fee, Kleeman shall cause its counsel to promptly file the
dismissal with the Association and to advise the Association that
the arbitrators may be released from further service.
(b) The parties shall bear
their respective attorney’s fees and litigation costs
incurred to date in the Arbitration and shall be entitled to seek
refunds from the Association of any remaining portion of their
respective fee deposits that each has previously made.
(c) To the extent that either
party’s legal counsel has advanced or incurred any costs or
expenses for the benefit of opposing counsel, whether presently
invoiced or not, said charges are hereby deemed paid and satisfied
in full.
5. Non-Assignment .
With the exception of the Arbitration, the parties represent and
warrant that they have filed no other claims, have not assigned any
of their claims in whole or part and know of no other claims filed
in court, arbitration, or in any other forum pertaining to the
subject matter of the Arbitration, the Prior Agreement or this
Agreement, and in the event that any such claims do exist, the
parties agree to withdraw and dismiss them immediately upon the
earlier of becoming aware of said claims or within five
(5)
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