Service Termination and Settlement Agreement

SERVICE TERMINATION AND SETTLEMENT AGREEMENT

This Service Termination and Settlement Agreement (hereafter referred to as the "Agreement") is made this Current Date by and between Company Name (hereafter referred to as "Customer") and Company Name (hereafter referred to as "Company"). The undersigned to this agreement shall be referred to jointly as the "Parties. WHEREAS, Customer and Company have had an ongoing relationship where Company provided services to Customer; and.

WHEREAS, Company holds intellectual property it rightly owns and has outstanding balances with Customer, and. WHEREAS, the Parties wish to compromise and settle fully and finally all claims, controversies or causes of action that they may have arising out of their relationship or any work performed by Company or arising from the cessation of Company providing services (hereafter referred to as the "Settlement").

NOW, THEREFORE, in reliance on the representations contained herein and in consideration of the mutual promises, covenants and obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Settlement

Company grants a worldwide, unrestricted license to use, modify, disassemble or sell the web site, development, project, services, etc. it developed for Customer, including any of Company's custom programming, source code or other files Company has an interest in that currently reside on web site, server, location, etc., excepting those files that may be subject to another party's license or intellectual property rights. Customer may continue to host its files on Company servers, subject to our standard web hosting terms and conditions, until they migrate off Company servers, which will be no later than 30 days from the signing of the Agreement. Customer will notify Company when migration is complete.

Upon such notification, web host services and access to Company servers shall end. Company shall grant access to Company's server to an agent Customer designates to facilitate transfer of their web site to a new location for a period not exceeding 30 days. Company shall accept Insert Amount as final payment for all outstanding balance(s) owed to Company and for the rights to all other Customer files in Company's possession.

There will be no extra payment required for these files. Files shall be provided "as is. Customer shall pay Company Insert Amount, payable by Method or Terms of Payment. Upon execution of this Agreement, Company will grant access to Customer's agent to facilitate the transfer of all files, data and source code to another location.

Release

Each party hereto agrees that this agreement is a result of compromise, and shall not be construed as an admission by it of: liability to any person or entity, or breach of any agreement, or violation of any law or regulation. Customer warrants that the agent designated by Customer is fully responsible for the migration and transfer of Customer's files, which includes but is not limited to Customer's web site, shopping cart, other systems, and related files. Company disclaims any and all responsibility for the migration and transfer of Customer's files, as defined above, which is to be fully completed by Customer's agent. Company hereby releases Customer from any and all claims, demands, tort, damages or liability of any nature whatsoever prior to the date of this Agreement, known or unknown, which it may have.

Consistent with the terms of this paragraph, Company further agrees to refrain from bringing, prosecuting or arbitrating any claim or lawsuit, demand or cause of action, either at law or in equity, against Customer as the result of any act, error or omission by Customer occurring up to and including the date of execution of this Agreement. Customer, acting for itself and on behalf of its agents, owners, shareholders, attorneys, attorneys-in-fact, assigns, successors and heirs hereby unconditionally and irrevocably releases, acquits, forever discharges and covenants not to sue or be party to a lawsuit against Company, its owners, predecessors, successors, subsidiaries, affiliates, assigns, agents, and any of their present or former directors, officers, employees or shareholders, from any and all claims, demands, torts, damages or liability of any nature whatsoever prior to the date of this Agreement, known or unknown, which Customer has or may have, including, but not limited to, claims arising for breach of contract, claims for equity awards, claims for damages or any other federal, state, local or foreign laws, statutes, ordinances or regulations, as well as rights under any common law causes of action. Consistent with the terms of this paragraph, Customer further agrees to refrain from bringing, prosecuting or arbitrating any claim or lawsuit, demand or cause of action, either at law or in equity, against Company as the result of any act, error or omission by Company occurring from the beginning of time up to and including the date of execution of this Agreement.

Non-disparagement and Cooperation

Company agrees that it will not make any disparaging remarks, statements or criticism, including written or oral concerning, or taking actions which are adverse to the interests of Customer, its owners, predecessors, successors, parents, assigns or their current and former representatives, agents, officers, employees, directors, board members and employees; nor will Company take any action that would cause Customer humiliation or embarrassment or otherwise cause or contribute to Customer being held in disrepute by the public or Customer's clients, customers, users, employees, shareholders, agents, or vendors. Customer agrees that it will not make any disparaging remarks, statements or criticism, including written or oral, or take actions which are adverse to the interests of Company, its owners, predecessors, successors, parents, assigns or their current and former representatives, agents, officers, employees, directors, board members and employees; nor will Customer take any action that would cause Company humiliation or embarrassment or otherwise cause or contribute to Company being held in disrepute by the public or Company's clients, customers, users, employees, shareholders, agents, or vendors. For the first 30 days following the date of this Agreement, Company agrees to respond to reasonable inquiries and information requests, by phone or email Insert Limitations Here when requested by Customer or Customer's agent about matters or subjects Company was responsible for or worked on prior to the agreement. Nothing in this Agreement shall require Company to migrate, move, setup, re-program, modify or assist Customer in the direct facilitation of moving Customer's files off Company servers.

Company shall not be entitled to further compensation for any services Company performs pursuant to this cooperation clause; however, to the extent that Customer requests Company's cooperation, Customer shall reimburse Company for reasonable expenses subject to Customer's pre-approval of those expenses.

General Provisions

1 Entire Agreement

This Agreement contains the entire Agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.

2 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of State. Exclusive jurisdiction and venue shall be in the County County, State Superior Court.

3 Binding Effect

This Agreement shall be binding upon and inure to the benefit of Customer and Company and their respective successors and assigns, provided that Company may not assign any of his obligations under this Agreement without Customer's prior written consent.

4 Waiver

The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party's right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

5 Good Faith

Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

6 Attorney's Fees

In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney's fees and costs, including expert witness fees.

Each party represents and warrants that, on the date first written above, they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signature below: