SETTLEMENT AGREEMENT &
RELEASE OF CLAIMS
AND NOW , this 17th day of September 2009, this Settlement
Agreement and Release of Claims (“Agreement”) is
entered into by and between, ALLIANCE GLOBAL SERVICES, LLC, as
successor to ALLIANCE CONSULTING GROUP ASSOCIATES, INC.
(hereinafter “Alliance”) and CLEARPOINT RESOURCES,
INC. (hereinafter “ClearPoint”) (collectively,
“Parties”);
WHEREAS , on or about April 25, 2008, Alliance commenced
a civil action in the Court of Common Pleas of Montgomery County by
way of a Complaint known as civil action number 08-10739 against
ClearPoint (hereinafter the “Complaint”);
WHEREAS , on or about June 16, 2008, ClearPoint filed an
Answer, New Matter and Counterclaim against Alliance disputing the
Complaint (hereinafter the “Counterclaim”);
WHEREAS , ClearPoint and Alliance each dispute the
other’s claims;
WHEREAS , the Parties wish to avoid further expense in
the continuation of discovery and preparation for and attendance of
trial;
WHEREAS , the Parties wish to settle and dispose of the
Complaint and the Counterclaim and any and all other claims held by
and among them.
NOW THEREFORE , the Parties, in exchange for good and valuable
consideration, and intending to be legally bound hereby, agree as
follows:
1. All claims
asserted, or which could have been asserted, by the Parties are
settled for:
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payment of
Fifty Thousand Dollars ($50,000.00) (hereinafter, the
“Initial Payment”) to be paid by ClearPoint to Alliance
by Friday, September 18, 2009, with payment to be delivered to
“Alliance Global Services, LLC, Six Tower Bridge, 181
Washington Street, Conshohocken, PA 19428”; and
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payment of One
Hundred Fifty Thousand Dollars ($150,000.00) to be paid by
ClearPoint to Alliance in twenty-four (24) equal, monthly payments
of Six Thousand Two Hundred Fifty Dollars each ($6,250.00/ea.),
with said payments to commence on April 15, 2010 and to be due on
the 15 th of each month thereafter or, if the 15
th of the month falls on a weekend or legally-recognized
federal holiday, the first business day thereafter, whichever is
latest, with the last payment to be made on March 15, 2012
(hereinafter the “Monthly Payments”). Each
of the Monthly Payments shall be delivered to Alliance at the
address set forth in Paragraph 1a. above. ClearPoint may
prepay without penalty or premium all or a portion of the amount
owed hereunder.
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2. Should ClearPoint default on the Initial Payment or
on any of the Monthly Payments, after Alliance has provided
ClearPoint with prior written notice and five
(5) business days opportunity to cure, ClearPoint agrees
that Alliance will be permitted to confess judgment against it in
Montgomery County, Pennsylvania in the amount of Three Hundred
Thousand Dollars ($300,00.00) in accordance with the Confession of
Judgment attached hereto as Exhibit “A” and
incorporated herein by reference as though fully set forth at
length. Notice of default under this paragraph shall
be provided via both email and overnight delivery by a
nationally recognized carrier ( i.e., FedEx or UPS)
to ClearPoint, Michael Traina, and all
counsel of record in the Complaint and Counterclaim at their
current addresses (or to such changed
addresses). In the event that Alliance shall confess
judgment in accordance with this Agreement, Alliance shall promptly
provide a copy of the Confessional and all related pleadings in the
same manner as prescribed for the service of notice of default
under this paragraph.
3. Each Party hereby
agrees not to disparage or defame, in writing or orally, any other
party, and as applicable, its services, products, subsidiaries and
affiliates, and their respective directors, officers, shareholders,
employees, agents, successors and assigns. Ordinary
business dealings, in and of themselves, and information
about products, performance, and the like shall not, in any
respect, be considered disparagement.
4. All Parties,
individually, as well as their agents, officers, directors,
employees, attorneys, successors and assigns, are forever released
from any and all present and future claims, causes of action,
back-charges, liquidated damages, debts, obligations, judgments,
liens, demands, attorney’s fees, damages, interest, costs,
loss of ser
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