HTML Preview Contract Termination Agreement page number 1.
RELEASE AND TERMINATION AGREEMENT
MADE THIS day of June, 2011, to be effective as of June 3, 2011 (the
“Effective Date”), by and among SOCKETLABS, INC., a Pennsylvania corporation, (the
“Company”), and MANAGED FUSION, L.L.C., a Pennsylvania limited liability company, and
NICHOLAS BERARDI, an adult individual (collectively, the “Contractor”).
RECITALS:
WHEREAS, Company and Contractor are parties to a certain Agreement, dated
January 29, 2010, (the “Software Agreement”), relating to ownership rights of various software
as more fully described therein; and
WHEREAS, Company and Contractor are parties to a certain Confidentiality
Agreement, dated October 26, 2009, (the “Confidentiality Agreement”), relating to the protection
and preservation of certain confidential and proprietary information belonging to Company, as
more fully described there; and
WHEREAS, from approximately October 26, 2009 to June 3, 2011, Contractor
provided various services to Company as an independent contractor pursuant to one or more
verbal agreements (collectively, the Independent Contractor Agreement”); and
WHEREAS, the Company and the Contractor wish to terminate their business
relationship, and to confirm and define their respective future mutual obligations as more fully
set forth herein;
NOW THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, other good and valuable consideration, the receipt and adequacy of which is
acknowledged, and intending to be legally bound, the parties agree as follows:
1. Termination of Software Agreement. As of the Effective Date, the
Software Agreement shall terminate and shall no longer have any force or effect, except for
paragraphs 2, 4, 6, 7, 8, 9, 11 and 12 thereof, which by its terms shall survive and remain in full
force and effect.
2. Termination of Independent Contractor Agreement. As of the Effective
Date, the verbal Independent Contractor Agreement shall terminate and shall no longer have any
force or effect without any further rights of remuneration by the Company to the Contractor
except as may be otherwise provided for herein.
3. Survival of Confidentiality Agreement. The parties understand,
acknowledge and agree that the Confidentiality Agreement remains in full force and effect
pursuant to the terms thereof.