Exhibit
10.4
MUTUAL TERMINATION
AGREEMENT
This MUTUAL
TERMINATION AGREEMENT AND RELEASE (“ Agreement
”) dated as of March 31, 2009 (the " Effective Date ")
is made and entered into by and between:
Live
Current Media Inc. , a Nevada corporation having its principal
office at 375 Water St., Suite 645, Vancouver, BC Canada V6C 5B6 ("
Live Current "),
and
Board of
Control for Cricket in India , a society registered under the Tamil Nadu
Societies Registration Act, 1860, having its principal office at
Brabourne Stadium (North Stand), Veer Nariman Road, Churchgate,
Mumbai, India 400020 (" BCCI "),
Live Current
and BCCI are sometimes
collectively referred to herein as the "Parties" and each
individually as a "Party."
RECITALS
WHEREAS,
Live Current and BCCI entered into a Memorandum of Understanding
dated April 16, 2008 (the " BCCI-MOU "), pursuant to which
BCCI appointed Live Current to design, build, host, operate,
maintain and promote the BCCI Website (the “ Project
”);
WHEREAS,
the BCCI wishes to take back control of the BCCI website and Live
Current is willing to hand back control;
NOW,
THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties, intending to be legally bound, agree as
follows.
AGREEMENT
1.
Definitions. (a) Unless defined herein,
capitalized terms have the meaning given to them in the
BCCI-MOU.
2.
Termination of BCCI-MOU. Live Current and BCCI
hereby mutually agree that, as of the Effective Date, the BCCI-MOU
shall be terminated and will be of no further force and effect and
all rights and obligations of the Parties thereunder shall be
terminated.
3.
Effect of Termination. Without prejudice to the
generality of clause 2 above, upon execution of this Agreement, (a)
all rights, licenses and benefits granted to Live Current under the
BCCI-MOU shall forthwith revert to BCCI; (b) Live
Current shall immediately cease to exercise or exploit any such
rights, licenses or benefits and BCCI shall immediately thereafter
be entitled to grant all or any such rights, licenses or benefits
to any other person; (c) Live Current shall not thereafter use or
exploit its previous connection with BCCI or any of the IPL,
whether directly or indirectly; (d) Live Current shall not at any
time thereafter (i) disclose or use any confidential information
relating to BCCI, or the IPL acquired by Live Current during or as
a result of the BCCI-MOU; (ii) make any use of any trade marks,
trade names and/or logos of BCCI, the BCCI sponsors,or partners or
any similar trade marks, trade names and/or logos; (iii) purport to
be associated with BCCI and/or the IPL; (d) Live Current shall
promptly return to BCCI all property of BCCI within its possession,
save that Live Current will be permitted to retain such property as
it demonstrates (to the BCCI’s reasonable satisfaction) to be
required by law to be maintained for records; (e) Live
Current shall execute any documents required by BCCI to effect the
termination and/or assignment to BCCI of any rights in connection
with the BCCI-MOU;
4. No
Other Outstanding Obligations. The Parties hereby mutually
agree and acknowledge that this Agreement constitutes a full and
final settlement of any and all historic and future outstanding
obligations due from Live Current under the BCCI-MOU and there are
no other outstanding payments under the BCCI-MOU due or owing of or
from Live Current as of the effective date of this Termination
Agreement.
5.
Agreement Self-Executing. The Parties further agree that
this Agreement shall be self-executing and the transaction
contemplated herein shall be effected without the need for further
documentation.
6. Live
Current’s Release of BCCI. Live Current, on
behalf of itself, its parents, subsidiaries, affiliates, and their
respective officers, directors, agents, representatives, successors
and assigns, does hereby unequivocally release and discharge BCCI
and any of its officers, directors, agents, managers, employees,
representatives, legal and financial advisors, parents,
subsidiaries, affiliates, sub-committee units, principals or
partners, and any heirs, executors, administrators, successors or
assigns of any said person or entity (the " BCCI Releasees
"), from any and all actions, causes of action, claims, suits,
debts, dues, sums of money, accounts, reckonings, bonds, bills,
specialties, covenants, contracts, controversies, agreements,
promises, variances, trespasses, injuries, harms, damages,
judgments, remedies, extents, executions, demands, liens and
liabilities whatsoever, in law, equity or otherwise (collectively,
" Claims "), whether currently known or unknown, arising
under, in connection with or relating to, the BCCI-MOU or the
obligations contemplated thereby, any action or failure to act
under the BCCI-MOU or the events leading to the termination of the
BCCI-MOU.
7.
BCCI’s Release of Live Current. BCCI, on
behalf of itself, its parents, subsidiaries, affiliates,
sub-committee units, and their respective officers, directors,
agents, representatives, successors and assigns, does hereby
unequivocally release and discharge Live Current and any of its
officers, directors, agents, managers, employees, representatives,
legal and financial advisors, parents, subsidiaries, affiliates,
principals or partners, and any heirs, executors, administrators,
successors or assigns of any said person or entity (the " Live
Current Releasees "), from any and all actions, causes of
action, claims, suits, debts, dues, sums of mon
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