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TERMINATION AGREEMENT

Termination Agreement

TERMINATION AGREEMENT | Document Parties: ORBCOMM INC. | GE Asset Intelligence, LLC | Senior CounselEquipment Services | Stellar Satellite Communications Ltd You are currently viewing:
This Termination Agreement involves

ORBCOMM INC. | GE Asset Intelligence, LLC | Senior CounselEquipment Services | Stellar Satellite Communications Ltd

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Title: TERMINATION AGREEMENT
Governing Law: New York     Date: 8/10/2009
Industry: Communications Services     Sector: Services

TERMINATION AGREEMENT, Parties: orbcomm inc. , ge asset intelligence  llc , senior counselequipment services , stellar satellite communications ltd
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EXHIBIT 10.1

 

 

 

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TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4) and 230.406

TERMINATION AGREEMENT

This Termination Agreement (this “Agreement”) is entered into this 3rd day of April, 2009 by and between Stellar Satellite Communications Ltd., a British Virgin Islands company (“Stellar”), with its offices located at 46050 Manekin Plaza, Suite 100, Dulles, VA 20166, and GE Asset Intelligence, LLC, a Delaware limited liability company (“GEAI”), with offices located at 200 Martingale Road, Suite 1100, Schaumburg, IL 60173.

W I T N E S S E T H :

WHEREAS , GEAI operates an asset tracking and monitoring business (the “GEAI Business”) under which among other things it provides to its customers (“Subscribers”) telematics and machine-to-machine communication between Subscribers’ communicators sold or managed by or on behalf of the GEAI Business (“Subscriber Communicators”) and the GEAI Business’s communications centers (“GEAI Communications Centers”);

WHEREAS, Stellar and GEAI (the “Parties”) entered into a letter agreement dated October 10, 2006 with respect to the purchase and development of certain Subscriber Communicators and certain purchase orders with respect thereto (the “2006 Agreement”);

WHEREAS, the Parties wish to resolve certain disputes arising out of the 2006 Agreement and to strengthen their relationships in light of current economic conditions and the development of the asset tracking industry; and

WHEREAS , on the date hereof, GEAI is paying to Stellar Eight Hundred Thousand Dollars ($800,000) (the “Settlement Amount”);

NOW, THEREFORE , in consideration of the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

SECTION 1 TERMINATION

(a) The Parties hereby agree that the obligations of GEAI to purchase, and the obligations of Stellar to sell and develop, Satellite Communicators under the 2006 Agreement, together with any pricing set forth therein, are hereby terminated,

 

 


 

whether such obligations are past due, currently due or due in the future (the “Purchase and Sale Obligations”). In addition, the Parties agree that the obligations of Stellar with respect to the profit sharing arrangement relating to the ST 2500 units that GEAI has exchanged for DS 300 units prior to the date hereof, are hereby terminated, whether such obligations are past due, currently due or due in the future (the “Profit Sharing Obligations”).

(b) Effective upon receipt by Stellar of the Settlement Amount, the Parties hereby forever release, acquit, and discharge, and covenant not to sue, each other and each of their respective successors, parents, subsidiaries, trustees of each, and affiliates and each of their respective past, present and future officers, directors, stockholders, partners, agents, representatives and attorneys from any and all claims and possible claims, demands, sums of money actions, rights, obligations and liabilities of whatever kind, nature or description, direct or indirect, whether or not accrued or asserted, in law or in equity, in contract or in tort or otherwise, made or could have been made, in any of the foregoing cases arising out of the Purchase and Sale Obligations and/or the Profit Sharing Obligations.

(c) Nothing in this Agreement shall terminate, release or affect (i) the warranty and related obligations of Stellar with respect to Satellite Communicators previously delivered and paid for by GEAI or its affiliates whether under the 2006 Agreement or otherwise (“Delivered Communicators”), and the obligations of GEAI arising in connection with such warranty and related obligations of Stellar, (ii) any obligations of Stellar to indemnify, defend and hold harmless under the purchase orders issued in connection with the 2006 Agreement or otherwise with respect to losses, liabilities and costs arising out of actions, proceedings, suits, cases or claims of third parties with respect to Delivered Communicators, (iii) the confidentiality agreements between the Parties, (iv) the ownership of or rights in any intellectual property or (v) any obligations under the purchase orders referenced above to execute or deliver and to cause others to execute and deliver instruments or transfers to perfect such rights and ownership.

(d) [* * *]

SECTION 2 REPRESENTATIONS AND WARRANTIES

Each of the Parties represents to the other that as of the date hereof with respect to the representing Party:

(a) It has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority to conduct its business, to own its properties and to execute, deliver and perform its obligations under this Agreement.

(b) The execution and delivery of this Agreement by it and the performance of its obligations hereunder have been duly authorized by all necessary corporate or other action, and do not and will not violate any provision of any law, rule,

 

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regulation or contractual or corporate, partnership or other restrictions binding on it.

(c) This Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with the terms hereof. If GEAI or its successors or representatives shall attempt to void, rescind or otherwise set aside the releases, terminations or other transactions contemplated by this Agreement, except in response to an attempt to do so by Stellar or its successors or representatives, and GEAI or its successors or representatives do actually void, rescind or otherwise set aside the releases, terminations or other transactions contemplated by this Agreement as evidenced by a final, non-appealable court or arbitral order, there shall be a “GEAI Default


 
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