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Exhibit 10.2
SETTLEMENT AGREEMENT FOR PAYMENT OF ACCOUNT AND
RELEASE
This
SETTLEMENT AGREEMENT FOR PAYMENT OF ACCOUNT AND RELEASE dated as of
September 30 th , 2007 (this " Settlement
Agreement "), by and between Docucon Incorporated, a Delaware
corporation ("Docucon") and Chauncey Schmidt an individual residing
in the state of Texas (“ Individual ”).
WHEREAS,
Docucon desires to satisfy in full any and all amounts due and
owing to Individual as of the date of this Agreement, and, subject
to the terms and conditions set forth herein, Individual desires to
accept shares of the common stock, par value $0.0001 per share
(“Common Stock”) of Docucon in full satisfaction of any
and all amounts due and owing to Individual, whether known or
unknown; and
WHEREAS,
without admitting any wrongdoing or liability, or acknowledging the
validity of any claim, asserted or unasserted, Docucon and
Individual have reached an amicable settlement of any amounts owed
in the manner set forth herein.
NOW,
THEREFORE, in consideration of the mutual covenants contained
herein and the other good and valuable consideration as set forth
in this Settlement Agreement, the legal adequacy of which is hereby
acknowledged, the parties agree as follows:
1.
Payment of Account; No Admission of Fault .
(a)
The
total remaining unpaid balance on the note owed by Docucon to
Individual, including, but not limited to, any and all services and
expenses provided by Individual to Docucon through the date hereof,
is for all purposes agreed by the parties to be U.S. $54,167 (the
“ Past Due Balance ”).
(b)
Each of
Docucon and Individual acknowledges and agrees that it is entering
into this Settlement Agreement in order to settle and resolve any
and all matters among them arising out of or in any way relating to
the Past Due Balance and any and all agreements between the parties
and the transactions contemplated thereby, and each of Docucon and
Individual is not admitting any liability on its part in any way
relating to such matters, and no inference regarding any such
liability is intended by virtue of the parties entering into this
Settlement Agreement.
2.
Share
Consideration by Docucon to Individual . Docucon hereby agrees
to issue to Individual 108,334 shares of its Common Stock (the
“ Shares ,”), at a valuation of $.50 cent per
share. Individual acknowledges and agrees that its name,
address, and designation of this settlement shall be included on
the Share Certificate. Individual understands and
acknowledges that Docucon makes no representations or warranties
regarding the future price of the Shares, the current or future
value of the Shares, or its current business, operations or
financial condition or prospects and, except as expressly set forth
in this Settlement Agreement, Individual has not relied on any
representations or warranties from Docucon or its representatives
in any manner whatsoever.
3.
Indemnification by Individual . Upon execution and delivery
of this Settlement Agreement, Individual agrees to indemnify,
defend, and hold harmless each Docucon Released Party (as defined
below) from and against any and all causes of action, claims,
damages, liability, actions or causes of action, and demands of
whatsoever kind on account of all known, and unknown, injuries,
losses, and damages allegedly sustained by a Docucon Released Party
to the extent resulting from, arising from, or in any way connected
with any and all claims against Docucon that are or could be made
by Individual, including without limitation, claims relating to, or
in connection with, the Past Due Balance (it being understood that
Docucon and Individual intend all such claims to have been resolved
and settled pursuant to this Settlement Agreement).
Immediately upon execution and delivery of this Settlement
Agreement, Individual shall forebear and suspend any legal,
equitable or other actions against Docucon for collection of the
Past Due Balance.
4.
Release by Individual . Upon execution and delivery of this
Settlement Agreement, Individual, for itself and on behalf of its
subsidiaries and affiliates, hereby releases and forever discharges
Docucon, together with its subsidiaries, affiliates, successors and
assigns, as well as its present and former directors, officers,
employees, shareholders, agents, attorneys and other
representatives and the successors, assigns and personal
representatives of each of them (each, a " Docucon Released
Party "), from any and all claims, suits, debts, liens,
liabilities, losses, causes of action, rights, damages (whether
actual, compensatory, consequential or punitive), demands,
obligations, promises, costs and expenses (including, without
limitation, attorneys' fees and expenses and the fees and expenses
of other professionals and experts) of every kind, nature and
description, whether in law or in equity, whether known or unknown,
or known in the future, fixed or contingent, billed or unbilled,
suspected, disclosed or undisclosed, claimed or concealed, from the
beginning of time through the date of this Settlement Agreement,
which Individual, for itself and subsidiaries and affiliates, could
assert against any Docucon Released Party relating to or arising
out of any and all agreements between the parties, the transactions
contemplated thereby, the Past Due Balance, or otherwise.
5.
Waiver . Each of Docucon and Individual hereby waives and
assumes the risk of any and all claims for loss and damages which
exist as of the date hereof, including but not limited to those set
forth in this Settlement Agreement but of which they are unaware,
whether through ignorance, oversight, error, negligence, or
otherwise in which, if known, would materially affect their
decision to enter into this Settlement Agreement. Each of
Docucon and Individual hereby expressly assume the risk that they
may suffer damages in the future as a result of any matter referred
to herein, and they hereby waive all rights or benefits which they
have now, or in the future may have, under any applicable law.
Each of Docucon and Individual acknowledge that there is a
risk of the damages which they believe they have suffered or will
suffer may turn out to be other than or greater than those now
known, suspected, or believed to be true. In addition, the
cost and damages they have incurred or have suffered may be greater
than or other than those known now. Facts on which they have
been relying in entering into this Settlement Agreement may later
turn out to be other than or different from those now known,
suspected or believed to be true. Each of Docucon and
Individual acknowledge that in entering into this Settlement
Agreement, they have expressed that they agree to accept the risk
of any such possible unknown damages, claims, facts, demands,
actions, and causes of action. Each of Docucon and Individual
acknowledge and present that in waiving all rights and benefits
they may have as set forth herein, they have had the advice, or
have had the opportunity to have the advice, of counsel and
independent consultants and further represent, warrant, and
guarantee that this Settlement Agreement shall remain in full force
and effect notwithstanding current and such possible changes or
differences of material fact. This relief shall apply to any
and all claims other than for breach of this Settlement
Agreement.
6.
Representations, Warranties and Covenants of Docucon .
Docucon hereby represents and warrants to Individual as
follows:
(a)
Docucon
has the corporate power and authority to execute, deliver and
perform this Settlement Agreement.
(b)
The
execution, delivery and performance of this Settlement Agreement
has been duly authorized by Docucon in accordance with all
requisite corporate power and authority.
(c)
This
Settlement Agreement constitutes a legal, valid and binding
obligation of Docucon, enforceable against Docucon in accordance
with its terms, except as enforcement may be limited by (i)
applicable bankruptcy, insolvency, reorganization, moratorium or
other similar law
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