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TERMINATION AND RELEASE

Termination Agreement

TERMINATION AND RELEASE | Document Parties: INTELLIGENTIAS, INC. | SysteamUS, Inc You are currently viewing:
This Termination Agreement involves

INTELLIGENTIAS, INC. | SysteamUS, Inc

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Title: TERMINATION AND RELEASE
Governing Law: California     Date: 5/20/2008
Industry: Software and Programming     Sector: Technology

TERMINATION AND RELEASE, Parties: intelligentias  inc. , systeamus  inc
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Exhibit 10.1

TERMINATION AND RELEASE

THIS TERMINATION AND RELEASE (this " Termination and Release "), dated as of April 13, 2008, is made by and among SysteamUS, Inc. (" SysteamUS "), the stockholder of Systeam Italy, SpA, an Italian corporation (" Systeam Italy "),and Intelligentias, Inc., a Nevada corporation (" Intelligentias ").SysteamUS and Intelligentias are sometimes hereinafter referred to individually as a " Party " and collectively, as the " Parties ."

RECITALS:

WHEREAS, the Parties entered into that certain Stock Purchase Agreement, dated as of April 26, 2007 (the " Stock Purchase Agreement "),pursuant to which Intelligentias purchased all of Systeam Italy's outstanding stock from SysteamUS; and

WHEREAS, upon the terms and subject to the conditions as hereinafter set forth, the Parties have agreed to terminate the Stock Purchase Agreement and that this Termination and Release shall operate as a full and final release of all claims by and between the Parties hereto which have arisen or may arise under the Stock Purchase Agreement.

NOW, THEREFORE, with intent to be legally bound hereby and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

SECTION 1. Termination of Stock Purchase Agreement and Return of Shares.

  1.  

  2. Any and all contracts, agreements, arrangements, and understandings arising under the Stock Purchase Agreement are hereby terminated retroactively, as of March 15, 2008 (the " Effective Date "), and of no further force or effect, and no rights, duties, obligations, or liabilities arising thereunder or relating thereto shall survive this termination.
  3.  

  4. Concurrently with the execution of this Termination and Release, Intelligentias will deliver and return to SysteamUS its 100% ownership interests in Systeam Italy, in whatever form such ownership interests (whether in stock or interest certificates or otherwise) are evidenced.
  5.  

  6. Commencing on the Effective Date, neither SysteamUS nor Systeam Italy shall use, disclose, sell, trade, license, or otherwise distribute any data or products owned or produced by Intelligentias. Further, commencing on the Effective Date, SysteamUS shall, and shall cause Systeam Italy to, cease to use the commercial brand "Retentia" in any manner. Within sixty (60) days of the execution of this Termination and Release, SysteamUS shall, and shall cause Systeam Italy to, remove the commercial brand Retentia from any of its products and shall not use "Retentia" in its name or as an assumed name.
  7.  

  8. In connection with entering into the Stock Purchase Agreement, and from April 26, 2007 through the date of this Agreement, the Parties hereto have disclosed to each other and their respective affiliates, directors, officers, employees, advisors, agents and representatives (the " Representatives ") non-public information and other information (whether in oral, written or

 

  1. other form, electronically stored or otherwise), including, but not limited to written or electronic notes, analyses, summaries, compilations, studies, interpretations, charts and other materials prepared by the receiving Party which contain, reflect or are otherwise based upon such non-public information, concerning the disclosing Party, its affiliates and subsidiaries (hereinafter collectively referred to as the " Confidential Information "). Notwithstanding anything herein to the contrary, the Parties will keep the Confidential Information strictly confidential and will not (except as required by applicable law, regulation or legal process), without the disclosing Party's prior written consent, disclose any Confidential Information. Each Party agrees to be responsible for any breach of this Section 1(c) by its Representatives. The term "Confidential Information" does not include information that (a) was or becomes generally available to the public other than as a result of a disclosure by the receiving Party or any of its Representatives; (b) was available to the receiving Party or its Representatives on a non-confidential basis prior to its disclosure to the receiving Party by the disclosing Party or any of its Representatives; (c) was developed independent of the information derived from the Confidential Information; or (d) becomes available to the receiving Party or its Representatives on a non-confidential basis from a source other than the disclosing Party or any of its Representatives who are not otherwise known to the receiving Party to be bound not to disclose such information pursuant to a contractual, legal or fiduciary obligation.

SECTION 2. Releases.

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  2. Full, Final and Complete Release of Intelligentias . SysteamUS (the " Seller Releasing Party ") does hereby fully, finally, completely and absolutely release, acquit and forever discharge Intelligentias and its respective current and former partners, members, officers, directors, shareholders, employees, agents, attorneys, parent companies, subsidiaries, affiliates, heirs, successors, assigns, and representatives (collectively the " Intelligentias Released Parties ") and all those at interest therewith of and from any and all claims, demands, actions, remedies, causes of action, lawsuits, arbitrations, debts, liabilities, contracts, damages, costs (including, without limitation, attorneys' fees and all costs of court or other proceedings), expenses and losses of every kind or nature, whether arising by contract, tort or other theory, at this time known or unknown, direct or indirect, fixed or contingent, accrued or unaccrued, matured or unmatured, liquidated or unliquidated, in law, by statute, by regulation, by court order, or in equity, that the Seller Releasing Party and all heirs, beneficiaries, executors, administrat

 
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