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MUTUAL TERMINATION AGREEMENT

Termination Agreement

MUTUAL TERMINATION AGREEMENT | Document Parties: LIVE CURRENT MEDIA INC. You are currently viewing:
This Termination Agreement involves

LIVE CURRENT MEDIA INC.

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Title: MUTUAL TERMINATION AGREEMENT
Date: 4/8/2009
Industry: Computer Services     Sector: Technology

MUTUAL TERMINATION AGREEMENT, Parties: live current media inc.
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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.

 

 

 

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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.

 

 

 

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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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