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EXHIBIT 10.6
TERMINATION AND RELEASE AGREEMENT
This
Termination and Release Agreement dated effective as of
September 26 th , 2007 (the
"Termination
Agreement") is made by and among (i) Trace
Technologies, LLC, a Nevada limited liability corporation
("Trace"), (ii)
Gabriel Technologies Corporation, a Delaware Corporation
("Gabriel")
, and (iii) CSI Wireless
LLC, a Delaware LLC ("CSI") (collectively, the "Parties" and
any one of them, a "Party" , as the context may
require).
WHEREAS
the Parties wish to terminate the Asset Purchase Agreement
among Trace, CSI and Gabriel dated July 25, 2006, together
with any amendments (collectively, the "Asset Purchase
Agreement" )
and CSI wishes to grant certain purchase options to Trace
relating to the Asset Purchase Agreement;
AND
WHEREAS the Parties wish to terminate the technology
development and manufacturing agreement dated February 4,
2004, between Locate Networks, Inc. ("Locate") and
CST, which agreement was subsequently assigned to Trace
pursuant to an assignment agreement dated August 11, 2004 between Trace and
Locate (collectively, the "Manufacturing Agreement"
);
AND
WHEREAS the Parties wish to release each other from their
respective representations, warranties, covenants and any
other obligations as set out in the Asset Purchase Agreement
and the Manufacturing Agreement;
NOW
THEREFORE, the Parties hereto agree as follows:
1.
Defined
Terms
Terms
and expressions. when used herein and unless otherwise defined
herein, will have the same meanings as are ascribed to them in
the Asset Purchase Agreement.
2.
Termination of Manufacturing Agreement and Asset Purchase
Agreement
Each
of the Parties hereto, on its own behalf, and on behalf of its
affiliates and subsidiaries, and their respective directors,
officers, employees, agents, insurers, partners, affiliates,
successors and assigns hereby agrees that the Manufacturing
Agreement and the Asset Purchase Agreement are terminated and
of no further force or effect.
3.
Releases
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(a)
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Trace
and Gabriel on their own behalf, and on behalf of their respective
affiliates and subsidiaries,
and their respective directors, officers, employees, agents,
insurers, partners, affiliates, successors and assigns
(collectively referred to as the "Releasors") do hereby remise,
release and forever discharge CSI and its respective affiliates and
subsidiaries, and their respective directors, officers, employees,
agents, insurers, partners, affiliates, successors and assigns
("Releasees") of and from all actions, manner of actions, causes of
action, suits, debts, dues, accounts, bonds, covenants, agreements,
claims, demands, expenses (including legal costs on a lawyer and
his own client basis) and liabilities of every nature and
description whatsoever which the Releasors now may have or ever may
have had, including, but not limited to, anything related to or
arising out of or in any way related to the Manufacturing Agreement
or the Asset Purchase Agreement.
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(b)
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CST
on its own behalf, and on behalf of its respective affiliates and
subsidiaries, and their respective
directors, officers, employees, agents, insurers, partners,
affiliates, successors and assigns (collectively referred to as the
''Releasors") do hereby remise, release and forever discharge Trace
and Gabriel and their respective affiliates and subsidiaries, and
their respective directors, officers, employees, agents, insurers,
partners, affiliates, successors and assigns ("Releasees") of and
from all actions, manner of actions, causes of action, suits,
debts, dues, accounts, bonds, covenants, agreements, claims,
demands, expenses (including legal costs on a lawyer and his own
client basis) and liabilities of every nature and description
whatsoever which the Releasors now may have or ever may have had,
including, but not limited to, anything related to or arising out
of or in any way related to the Manufacturing Agreement or the
Asset Purchase Agreement.
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4.
Options to
Purchase
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(a)
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Manufacturing
Option:
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(i)
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Subject
to the terms of this Termination Agreement, CSI grants to
Trace a non-exclusive option
to purchase (hereinafter referred to as the "Manufacturing Option"
) the
following manufacturing package (the "Manufacturing Package"
), consisting
of:
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(A)
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The
Purchased Assets; and
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(B)
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the
right to engage CSI for manufacturing support at the rate of
$150/person/hour plus
materials and expenses for a period ending 60 days following the
exercise of the Manufacturing Option ("Manufacturing Support")
, to the extent
that Trace requests, and CSI is reasonably able to provide,
Manufacturing Support; provided that Trace shall be responsible for
all of CSI's out-of-pocket expenses incurred by CSI's personnel in
connection with the provision of the
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