Exhibit 10.1
SETTLEMENT AGREEMENT AND
RELEASE
This SETTLEMENT
AGREEMENT AND RELEASE (“ Agreement ”) is
made as of this 22 nd day of August, 2008 (the
“ Effective Date ”), by and between
Koosharem Corp., a California corporation d/b/a Select Staffing,
located at 3820 State Street, Santa Barbara, CA 93105 (“
Koosharem ”), Real Time Staffing Services,
Inc., a California corporation d/b/a Select Staffing, located at
3820 State Street, Santa Barbara, CA 93105 (“ Real
Time ” and together with Koosharem, “
Select ”) and ClearPoint Resources, Inc., a
Delaware corporation, located at 1600 Manor Drive, Suite 110,
Chalfont, PA 18914 (“ CPR ”). Select and
CPR shall each be a “ Party ” and shall
collectively be the “ Parties
”.
B A C K G R O U N
D
WHEREAS, Quantum Resource
Corporation, a subsidiary of CPR (“ Quantum
”) and Remedy Temporary Services, Inc., a subsidiary of
Koosharem (“ Remedy ”) entered into a
certain Supplier Agreement, dated March 29, 2006 (the “
Supplier Agreement ”);
WHEREAS, on April 8, 2008,
Koosharem and CPR entered into (i) a certain License Agreement
(the “ License Agreement ”), and
(ii) a certain Temporary Help Services Subcontract (the
“ Subcontract Agreement ”);
WHEREAS, on (i) April 16,
2008, Select, in an email from Stephen Biersmith, made certain
allegations with respect to the Subcontract Agreement,
(ii) June 3, 2008, Select, in a letter from Stephen
Biersmith to Michael Traina, made certain allegations regarding the
iLabor Network and the License Agreement and the Subcontract
Agreement, (iii) July 29, 2008, Select filed a lawsuit in
the Superior Court of California (County of Santa Barbara; Case
#1301875) claiming that, among other things, CPR owed Select
$902,967.58 (the “ Initial Complaint ”),
and (iv) August 1, 2008, Select amended the Initial
Complaint to, among other things, increase the amount alleged to be
owed to $1,033,210.22 (the “ Amended Complaint
”) (collectively, (i), (ii), (iii) & (iv) are
referred to as the “ Select Claims
”);
WHEREAS, CPR claimed that Select
failed to (i) pay $300,000 due under the License Agreement,
(ii) pay an additional $300,000 due under the Subcontract
Agreement, (iii) refund approximately $70,000 in payroll paid
by CPR on behalf of Select, and (iv) provide certain
certifications required under the Subcontract Agreement
(collectively (i), (ii), (iii) & (iv) are referred to
as the “ CPR Claims ”);
WHEREAS, each party denies that it
owes any obligation, or is liable in any manner whatsoever, to the
other parties; and
WHEREAS, in order to avoid the
expense, inconvenience, delay and uncertainty of litigation
relating to the Select Claims and CPR Claims, CPR and Select desire
to settle the Select Claims and CPR Claims and all other claims by
entering into this Agreement and by performing the undertakings,
and making payment, as set forth in this Agreement.
1
NOW, THEREFORE, in consideration of
the above premises and the covenants, promises and agreements
contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, CPR
and Select, intending to be legally bound hereby, agree as
follows:
1. Release by Select . For
good and valuable consideration, receipt of which is hereby
acknowledged by Select, and intending to be legally bound, Select
and its subsidiaries, parents and affiliates and its and their
respective directors, officers, shareholders, employees, partners,
agents, representatives, successors and assigns (the “
Select Releasing Parties ”), hereby release,
remise and forever discharge CPR and its subsidiaries, parents and
affiliates and its and their respective directors, officers,
shareholders, employees, partners, agents, representatives,
successors and assigns (the “ CPR Released
Parties ”), from any and all claims, damages, losses,
injuries, suits, debts, liabilities, sums of money, accounts,
covenants, controversies, demands, actions, rights and causes of
action of whatever kind or nature, at law or in equity, known or
unknown, asserted or unasserted, suspected or unsuspected, foreseen
or unforeseen, anticipated or unanticipated, accrued or unaccrued,
made, brought, or which could have been made or brought, that the
Select Releasing Parties may have had or may presently have,
against the CPR Released Parties including but not limited to, all
Select Claims and any and all claims arising out of or relating to
the Supplier Agreement, the License Agreement and/or the
Subcontract Agreement.
2. Release by CPR . For good
and valuable consideration, receipt of which is hereby acknowledged
by CPR, and intending to be legally bound, CPR and its
subsidiaries, parents and affiliates and its and their respective
directors, officers, shareholders, employees, partners, agents,
representatives, successors and assigns (the “ CPR
Releasing Parties ” and together with the Select
Releasing Parties, the “ Releasing Parties
”), hereby release, remise and forever discharge Select and
its subsidiaries, parents and affiliates and its and their
respective directors, officers, shareholders, employees, partners,
agents, representatives, successors and assigns (the “
Select Released Parties ” and together with the
CPR Released Parties, the “ Released Parties
”), from any and all claims, damages, losses, injuries,
suits, debts, liabiliti
