Complaint Review: Tekhausen LLC - tampa Florida

CONFIDENTIAL SETTLEMENT AGREEMENT

This Confidential Settlement Agreement (“Settlement Agreement”) is made and entered into as of November 24th, 2014 (the “Effective Date”), by and

between Tekhausen, Inc., with offices at 4830 West Kennedy Boulevard, Suite 600, Tampa, FL 33609

(“Tekhausen”), and Madison J Park, LLC, with offices at 304 Park Avenue South, 11th Floor, New York, NY 10010 (“MJP”), on behalf of themselves,

their respective heirs, executors, administrators, agents, and assignees. (Tekhausen and MJP are referred to herein collectively as the “Party” or

“Parties.”) WHEREAS, a dispute (the “Dispute”) has arisen between Tekhausen and MJP regarding timely payment of invoices rendered by MJP

pursuant to section 4 of the agreement between Tekhausen and MJP on July 28th, 2014 (the “Original Contract” and the payment

of two invoices for certain fees for services authorized by agreement between Tekhausen and MJP on July 28th, 2014 (the “Original Contract”), but not

performed in accordance with Section 3 (Performance of Services) or Section 4 (Payment of fees) of that

WHEREAS, Tekhausen and MJP have agreed to resolve the Dispute to avoid litigation; THEREFORE, in consideration of the promises and covenants

herein contained, and for other valuable consideration received, the sufficiency of which is hereby acknowledged,

it is mutually agreed, by and among the Parties hereto, and each of them, as follows:

a. Tekhausen shall pay MJP a total of $97,416.34 (NINETY-SEVEN THOUSAND,

FOUR HUNDRED SIXTEEN AND 34/100 DOLLARS) (the “Settlement Payment”) by wire to the MJP bank account.

b. Tekhausen shall releasewire the Settlement Payment to MJP in order that it be received on or before December 1519th, 2014.

a. In consideration for the Settlement Payment described in Section 1 above and other good and valuable consideration, receipt of which is hereby

acknowledged, MJP does hereby release, acquit, and forever discharge Tekhausen from any and all actions, claims,

demands, damages, obligations, liabilities, controversies and executions, of any kind or nature whatsoever, whether known or unknown, whether

suspected or not, which have arisen, or may have arisen, or shall arise by reason of any matter, cause or thing whatsoever, from the first day of the

world, including this day and each day hereafter, and MJP does specifically waive any claim or right to assert any cause of action or

alleged cause of action or claim or demand which has, through oversight or error, intentionally or unintentionally or through a mutual mistake, been

omitted from this

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Release except for any claim that may arise pursuant to the provisons of the Original Contract that survive this agreement.

b. Tekhausen does hereby release, cancel, forgive and forever discharge MJP and any holding companies, subsidiaries, affiliates, divisions, successors,

heirs, and assigns in all capacities whatsoever, including without limitation as an officer, director, employee,

representative, designee, agent, and shareholder thereof, from all actions, claims, demands, damages, obligations, liabilities, controversies and

executions, of any kind or nature whatsoever, whether known or unknown, whether suspected or not, which have

arisen, or may have arisen, or shall arise by reason of any matter, cause or thing whatsoever, from the first day of the world, including this day and

each day hereafter, and Tekhausen does specifically waive any claim or right to assert any cause of action or alleged cause of action or claim or

demand which has, through oversight or error, intentionally or unintentionally or through a mutual mistake, been omitted from this

c. Upon execution of this Settlement Agreement, any and all prior agreements and/or contracts, between or among the Parties, including the Original

Contract, is hereby terminated except for sections 4.9; 7.1; 7.2; 11.1; and 11.2 of the Original Contract which

shall survive this Settlement Agreement and the Referral Agreement dated 9/3/14 between MJP and Tekhausen which shall also survive.

a. MJP shall requestinstruct any and all Consultant(s) (defined in the Original Agreement and hereby incorporated into this Settlement Agreement as

“the person(s) introduced to [Tekhausen] by [MJP]”) to cease any and all communication efforts directed at

Tekhausen or its owners officers, directors, employeesheirs, executors, administrators,

b. MJP nor its contractors shall not contact, nor attempt to contact, Midrex for a period of 24 months from the execution of this Settlement

Agreementany Tekhausen client for any

c. MJP shall request instruct any and all Consultants to refrain from contacting or attempting to contact Midrexany Tekhausen client for any reason.

d. Upon execution of this Settlement Agreement, MJP shall cease all communication efforts directed at Tekhausen or its owners, officers, directors,

employees heirs, executors, administrators, agents, and assignees and Tekhausen shall cease all communication efforts directed at MJP, its owners,

officers directors, employees, agents, assignees service providers or contractors.. Any failure to comply with the demands in

this Section 3(a-d) may be considered a tortious interference with Tekhausen’s business

that could lead to an action to obtain monetary damages from MJP for any loss caused by

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4. No Admission of Liability: The Parties agree that nothing contained herein, and no

action taken by any Party with respect to this Settlement Agreement, shall be construed as an admission of liability.

a. Providing tThe Parties comply with this hereby agree that this Settlement Agreement, its terms, and all facts and information relating to the Dispute,

including but not limited to the fact and amount of settlement thereof, shall be kept in the strictest confidence and

shall not hereafter be disclosed to any person, unless required by law.

b. Notwithstanding the foregoing, the Parties may disclose information about this settlement: (a) to their attorneys, auditors, or accountants in the

context of the attorney-client or accountant-client relationship; (b) to their tax advisors or to government tax

authorities to the extent necessary to assist in the preparation or review of income tax

returns; and (c) in response to any inquiry about this settlement or its underlying facts by any self-regulatory, local, state, or federal authority, or any

other governmental body.

c. The Parties may additionally disclose information about this settlement to insurers or

d. Upon either Party receiving an inquiry, subpoena, or court order to disclose information, that Party shall promptly notify the other Party of this this

inquiry, subpoena, or court order, and the other Party mayshall take the necessary measures to preserve the confidentiality of this Settlement

Agreement, and the party receiving the inquiry, subpoena or court order shall cooperate fully in any lawful effort to preserve the

confidentiality of this Settlement Agreement.e. The Parties understand and acknowledge that any breach of this provision shall constitute a breach of

this Settlement Agreement, which could lead to monetary damages for the non-breaching party.

6. Non-disparagement: Tekhausen and MJP agree and acknowledge that they will not disparage or defame each other or their respective owners,

officers, directors or employees. reputation and goodwill of Tekhausen are valuable assets in the course of

Tekhausen’s business. MJP therefore agrees that it shall not disparage or defame Tekhausen, its heirs, executors, administrators, agents, and

assignees in any way.

a. This Settlement Agreement constitutes the complete understanding between the Parties. No other promises, representations, or agreements shall be

binding unless signed

b. This Settlement Agreement cannot be altered, amended, or modified in any respect,

except by a writing duly executed by all Parties to the Settlement Agreement.

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BY AND BETWEEN TEKHAUSEN AND MJP]

8. Severability: In the event that any court of enforcement authority determines that any

provision of this Settlement Agreement is unenforceable, the provision at issue shall be

enforced to the maximum extent permitted by law, and all other provisions shall remain

9. Choice of Law: This Settlement Agreement shall be governed by and construed in

accordance with the laws of the State of New York Florida without reference to its provisions regarding choice of law.

10. Costs of Enforcement: In the event either party breaches this agreement and a lawsuit

ensues to enforce this agreement the prevailing party to the lawsuit shall be entitled to be

reimbursed for the costs of the lawsuit including their reasonable attorney’s fees.The

Parties agree that each Party is responsible for its own attorney’s fees related to the enforcement of this Agreement.

11. Execution in Counterparts: It is understood and agreed that this Settlement

Agreement may be executed in identical counterparts and may be transmitted by email or

facsimile, each of which shall be deemed an original for all purposes.

12. Authorization to Act: The Parties warrant that they are authorized and empowered to

execute this Settlement Agreement on their own behalf and on behalf of any person or entity for which they have signed the Settlement Agreement.

13. Binding Effect: This Settlement Agreement shall be binding upon and shall inure to

the benefit of the Parties, their representatives, heirs, estates, parent and subsidiary

entities, members, managers, shareholders, principals, affiliates, successors, officers,

directors, partners, administrators, trustees, receivers, agents, employees, executors,

assigns, and all other persons and entities that could in any way have legal responsibility for, or claim any rights through, any of them.

14. Assignment or Transfer of Claims: Except as set forth herein, each party warrants and

represents to the other that it has not assigned or transferred or purported to assign or

transfer any claim, demand or cause of action against any other Party to any non-party.

The Parties agree to hold harmless and indemnify the other Parties from and against all

claims arising out of any such assignment or transfer or purported assignment or transfer.

15. Good Faith: This Settlement Agreement is a settlement in good faith, with full

knowledge of the relevant facts and circumstances. The Parties have carefully read this

Settlement Agreement in its entirety, conferred with their respective attorneys, know and

understand the contents and consequences of this Settlement Agreement, and freely and

voluntarily sign the same as their own free act. Each of the Parties, through their

respective counsel, was involved in the preparation of this Settlement Agreement.

Therefore, should a dispute arise regarding this Settlement Agreement or the

interpretation thereof, the presumption that it should be interpreted against the drafter

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16. Signatures: The authorizing signatures of both parties appear on page 5 of this

IN WITNESS WHEREOF, and intending to be legally bound hereby, the Parties have executed the foregoing Confidential Settlement Agreement.

TEKHAUSEN, INC.: WITNESS:

By: By:

Printed: Printed:

Title: Date:

MADISON J PARK, LLC: WITNESS:

By: By:

Printed: Printed:

Title: Date:

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BY AND BETWEEN TEKHAUSEN AND MJP]