|
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.
-
- 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.
-
- 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.
-
- 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.
-
- 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
-
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.
-
- 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
|