Exhibit 10.81
SETTLEMENT AND RELEASE AGREEMENT
This Release and Settlement (hereinafter "Agreement") is made effective as
of the latest date set forth on the signature pages hereof, by and between 1)
InsynQ, Inc. a Delaware corporation domiciled in the state of Washington, and
XCEL Management Inc., a Utah Corporation domiciled in the state of Washington,
whose address is 1127 Broadway Plaza, Tacoma, WA 98402; relevant employees,
agents, and/or members of the Board of Directors of InsynQ; ("InsynQ") and 2)
NWCS, Inc. a Washington State Corporation and Martin E. Darrah, whose address
is P.O. Box 64385 University Place, WA 98464 ("Darrah").
NOW THEREFORE, in consideration of the mutual promises, covenants and
conditions set forth herein, Insynq and Darrah agree as follows:
1. RELEASE AGREEMENT
1.1 Release. In exchange for, and upon delivery of Two Hundred Thousand
(200,000) of InsynQ stock options, as defined and using the delivery
schedule defined in section 2 herein, Darrah and Insynq, individually and
on behalf of themselves, their predecessors, successors, heirs,
beneficiaries and assigns, release and forever discharge each other, their
respective attorneys, and their predecessors, successors, heirs,
beneficiaries and assigns, from and against any and all claims, damages,
actions, causes of action, liabilities, judgments, liens, contracts,
agreements, rights, debts, suits, obligations, promises, acts, costs and
expenses, damages, and charges of whatsoever nature, whether known or
unknown, suspected or unsuspected, fixed or contingent, which they now
have, claim to have, or at any time had or claimed to have as a result of
any thing undertaken, done, or omitted to be done including anything,
arising out of, or in any way related to, any litigation, proceedings
and/or claims between and among the parties to this Agreement, and/or any
act or omission of the either party, their respective attorneys, and their
predecessors, successors, heirs, beneficiaries and assigns.
1.2 It is understood and agreed that this settlement is the compromise of
a disputed claim, and this payment is not to be construed as admission of
liability on Insynq or Darrah by whom liability is expressly denied.
2. STOCK OPTIONS AND CONDITIONS PRECEDENT
2.1 Stock Options. Darrah shall be granted stock options of two hundred
thousand shares (200,000) Insynq restricted common stock with an exercise
price of seven cents ($.07) per share to repay Darrah for the loan of
fourteen thousand dollars ($14,000) which is now due and owing to Darrah.
The option agreement and documents required to exercise said options shall
be forwarded to Darrah within ten days of InsynQ's ability to grant said
options. The options shall be exercised by Darrah whereby the payable of
fourteen thousand dollars ($14,000) due and owing to Darrah by Insynq
shall be used to pay the exercise price of the stock options for two
hundred thousand (200,000) Insynq restricted common stock described
herein.
2.2 Attorney Fees. Darrah's legal counsel, John Spencer, shall be
granted stock options of fifty thousand (50,000) Insynq restricted common
stock with an exercise price of seven cents ($.07) per share as payment of
the reasonable costs of Darrah's attorney's fees of three thousand five
hundred dollars ($3,500). The option agreement and documents required to
exercise these options shall be delivered to John Spencer within ten days
of InsynQ's ability to grant the options and shall be exercised whereby
the payable of three thousand five hundred dollars ($3,500) due and owing
to Darrah's legal counsel, John Spencer, by Insynq shall be used to pay
the exercise price of the fifty thousand (50,000) restricted common stock
options described herein.
3. UNANTICIPATED DAMAGE
3.1. There is a risk that subsequent to the execution of this agreement
that Insynq or Darrah, individually, jointly and/or severally, on behalf
of themselves, their predecessors, successors, heirs, beneficiaries and
assigns, will incur or suffer personal or bodily discomfort, financial
loss, property damage, tax liability, civil or criminal penalty, or any
other type of damage or any of these, which is in some way caused by the
facts set forth in the lawsuit referred to above, but which is unknown and
unanticipated at the time this Agreement is signed; and further, there is
a risk that the damages presently known may be, or may become, more
serious than the undersigned now expects or anticipates. The parties
hereby assume the above-mentioned risks and this Agreement shall apply to
all unknown or unanticipated results of the occurrence described above as
well as those known and anticipated.
4. ADVICE OF LEGAL COUNSEL
The advice of legal counsel has been obtained by all parties prior to
signing this Agreement. Counsel for each party to this agreement has
played an active role in drafting each term of this agreement.
Accordingly, no provision of this agreement shall be interpreted against
any party on the grounds that it was drafted by that party. BY SIGNING
THIS AGREEMENT, EACH PARTY HERETO ATTESTS THAT THIS AGREEMENT WAS ENTERED
INTO FREE FROM ANY DURESS AND/OR COERCION, BASED UPON EACH SIGNATORY'S OWN
WILL AFTER OBTAINING ADVICE OF COUNSEL. If any provision of this
Agreement is held to be invalid or ineffective, such invalidity or
ineffectiveness shall not affect the remaining provisions or applications
of this Agreement, which shall be given full and complete effect without
the invalid or ineffective provisions hereof. To this end, the provisions
of this Agreement are severable.
5. HEADINGS.
The headings of this Agreement are for purposes of reference only and
shall not limit or define the meaning of the provisions of this Agreement.
Any rule of law or legal decision that would require interpretation of any
ambiguities contained herein against the party that has drafted it is not
applicable and is waived. The provisions of this Agreement shall be
interpreted in a reasonable manner to effect the purpose of the parties
and this Agreement.
6. FURTHER DOCUMENTS.
Each of the parties hereto shall execute and deliver any and all
additional papers, documents, instructions and other instruments,
including without limitation the memorandum, and shall do any and all acts
and things reasonably necessary in connection with the performance of
their obligations hereunder and to carry out the intent of the parties
hereto.
7. TAXES
Darrah and John Spencer are assuming the responsibility for all personal
income and social security taxes associated with the settlement of this
claim and Darrah and John Spencer will assume any liabilities indemnifying
InsynQ for payment of all such taxes that may become due under this
settlement.
8. CONFIDENTIALITY
The parties and the parties' Counsel agree that the terms and contents of
this Agreement, and any information regarding the Agreement (other than
the fact of the settlement and its confidentiality) including the
negotiation hereof, shall be maintained as confidential, and shall not be
disclosed either directly or indirectly to any person, firm, association,
partnership, corporation or other entity except as directed to be
disclosed by law.
This release contains the ENTIRE AGREEMENT between the parties hereto, and
the terms of this release are contractual and not a mere recital.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first written above.
INSYNQ, INC.:
___________________________________________
INSYNQ, INC., AUTHORIZED REPRESENTIVE
___________________________________________
PRINT NAME AND TITLE
___________________________________________
DATE
MARTIN E. DARRAH:
___________________________________________
MARTIN E. DARRAH
___________________________________________
DATE
NWCS, INC.:
___________________________________________
MARTIN E. DARRAH
___________________________________________
PRINT NAME AND TITLE
______________________________________
DATE
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