ex10_6.htm


    
      

    

    Exhibit
      10.6


    AGREEMENT
      AND GENERAL RELEASE

    


    This
      Agreement and General Release (“Agreement”) is entered
      into by and between uVuMobile, Inc., a Delaware corporation
      (“uVuMobile”) and Scott Hughes
      (“Employee”) (uVuMobile and Employee are collectively referred
      to as the “Parties”) and is effective as of the date
      of execution by both parties (the “Effective
      Date”).

    


    RECITALS

    WHEREAS,
      Employee previously entered into an employment agreement with SmartVideo
      Technologies, Inc. (“SVT”) (the “Prior
      Agreement”); and

     

    WHEREAS,
      the Prior Agreement provided Employee with certain rights and
      obligations with respect to his employment with SVT; and

     

    WHEREAS,
      Employee desires to terminate the Prior Agreement and to waive all rights and
      obligations under the Prior Agreement and otherwise against SVT, uVuMobile
      and
      related entities;

     

    NOW,
      THEREFORE, in consideration of the foregoing premises and the mutual
      covenants set forth herein, it is agreed:

     

    AGREEMENT

    


    1.      Consideration
      provided by uVuMobile:  In exchange for the promises and
      Agreements of Employee hereunder, uVuMobile hereby agrees to provide Employee
      with a gross severance payment of $50,000 (the “Severance Payment”), subject to
      withholding of all applicable local, state and federal taxes and subject to
      the
      Company receiving financing in the amount of $1 million in actual funds received
      and deposited (the “Financing Commitment). The Severance payment shall be
      payable in the following installments: (a) $25,000 payable by the Close of
      Business on the day following the Financing Commitment: (b) the balance payable
      in five equal monthly installments of $5,000 with the first monthly installment
      being paid on the 15th day of
      the month
      following the Financial Commitment: (c) and upon receipt of a fully executed
      version of this Agreement, the Company shall grant stock options to acquire
      1,000,000 shares of uVuMobile’s common stock (each an “Option” and collectively
      the “Options”), 500,000 Options shall immediately vest and the remaining 500,000
      shall vest over 12 months under such terms and conditions as provided for under
      the Company’s stock option plan.  The stock options shall be priced on
      the date of the grant and be immediately exercisable for 15 months following
      the
      grant notwithstanding anything to the contrary in the Company’s Stock Incentive
      Plan.  Provided, however, that if the Company does not receive the
      Financing commitment within three (3) months from the date of execution, this
      Agreement in its entirety shall be null and void.

    


    2.      Release
      by Employee: In consideration of the consideration provided in
      Paragraph 1 above, Employee agrees that the Prior Agreement is hereby terminated
      and shall no longer be of any force or effect.  All rights and
      obligations owing to Employee under the Prior Agreement are hereby fully and
      forever released and discharged by Employee.  In addition, Employee
      fully, finally and forever releases and discharges uVuMobile, SVT, and each
      of their employees, agents, directors, officers, insurers, attorneys,
      successors, predecessors and assigns from any and all known claims,
      demands, actions, causes of action, rights, obligations, liabilities, debts,
      suits, damages, attorneys' fees, costs, expenses, and losses of every kind
      and
      nature whatsoever, whether in law or in equity, whether in contract, tort,
      or
      otherwise, including, but not limited to, consequential and incidental damages,
      whether now existing, previously existing, or existing in the future, and
      including, but not limited to, any claim to recover salary, benefit or other
      amounts pursuant to the Prior Agreement and/or pursuant to any benefit plan
      or
      program referenced in the Prior Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.      Release
      by Company: In consideration of the Hughes’s forfeiture of certain of
      her severance obligations and other good and valuable consideration given
      herein, Company hereby releases, acquits, withdraws, retracts and forever
      discharges any and all claims, manner of actions, causes of action (in law
      or in
      equity), suits, judgments, debts, liens, contracts, agreements, promises,
      liabilities, demands, damages, losses, costs, expenses or disputes, known or
      unknown, fixed or contingent, directly or indirectly, personally or in a
      representative capacity, against Hughes by reason of any act, omission, matter,
      cause or thing whatsoever, from the beginning of time up to and including the
      date of execution of this Agreement to the extent that such a release is
      permitted as a matter of law.  This general release includes, but is
      not limited to, all claims, manner of actions, causes of action (in law or
      in
      equity), suits or requests for attorneys’ fees and/or costs under the Employee
      Retirement Income Security Act of 1974; Title VII of the Civil Rights Act of
      1964 as amended; the Americans with Disabilities Act; the Rehabilitation Act
      of
      1973; the Family and Medical Leave Act; the anti-retaliation provisions of
      the
      Fair Labor Standards Act; the Equal Pay Act; the Pregnancy Discrimination Act;
      the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); the Occupational
      Safety and Health Act; the National Labor Relations Act; legal
      malpractice,  42 U.S.C. §§ 1981 through 1988; any federal,
      state or local law regarding retaliation for protected activity or interference
      with protected rights; and any state or local law, including but not limited
      to
      the Georgia AIDS Confidentiality Act; Georgia’s Law Regarding Equal Pay,
      O.C.G.A. § 34-5-1 etseq.; the Georgia Equal Employment for Persons
      with Disabilities Code;  the Georgia Constitution; and all claims
      under Georgia public policy or common law including, but not limited to, common
      law claims of outrageous conduct, intentional or negligent infliction of
      emotional distress, negligent hiring, breach of contract, breach of the covenant
      of good faith and fair dealing, promissory estoppel, negligence, wrongful
      termination of employment, interference with employment relationship, civil
      rights, fraud and deceit and all other claims of any type or nature, including
      all claims for damages, wages, compensation, vacation, reinstatement, medical
      expenses, punitive damages, and claims for attorneys’ fees.  The
      Company and Hughes intend that this release shall discharge all claims against
      Hughes to the full and maximum extent permitted by law.  Company and
      Hughes further agree that to the extent that federal law prohibits the waiving
      of certain claims as a matter of law, this Agreement is not intended to waive
      any such claims.

    


    4.      Assignment:  Employee
      represents and warrants that Employee has not assigned or otherwise transferred
      or subrogated any interest in any claim being released hereunder.

    


    5.      No
      Admission of Liability:  This Agreement is made as a
      compromise of disputed claim or claims and does not constitute an admission
      of
      liability or other obligation on the part of any of the Parties.

    


    6.      Representation
      By Counsel:  The execution of this Agreement by each Party is
      free and voluntary.  The Parties each warrant that they have either
      been represented by, or had an opportunity to consult with,
      counsel.  No promise or inducement to enter into this Agreement,
      except as expressly stated herein, is made by or to any Party.  This
      Agreement contains the entire agreement between the Parties hereto and the
      terms
      hereof supersede all prior discussion.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    7.      Modifiability:  This
      Agreement may not be amended except by a writing signed by the Party against
      whom enforcement of such amendment is sought.

    


    8.      Authorization:  Each
      Party has read this Agreement and understands the contents
      hereof.  Each person executing this Agreement on behalf of an entity
      is empowered to do so and thereby binds such entity.

    


    9.      Severance:  If
      any provision of this Agreement is held to be illegal or invalid by a court
      of
      competent jurisdiction, such provisions shall be severed or deleted and neither
      that provision, nor its severance and deletion, will affect the validity of
      the
      remaining provisions.  Any illegal or invalid provision shall be
      reconstrued and limited so as to be valid to the fullest extent permitted by
      applicable law and shall only be treated as illegal or invalid to the extent
      it
      is broader than so permitted.

    


    10.     Counterparts:  This
      Agreement may be executed in counterparts and when each Party has signed and
      delivered at least one counterpart, each counterpart will be deemed an original
      and, when taken together with the other signed counterparts, will constitute
      one
      agreement which will be binding upon and effective as to all
      Parties.  Facsimile signatures are acceptable.

    


    11.      Specific
      Performance; Attorney’s Fees:  This Agreement may be
      specifically enforced, and injunctive relief may be granted, without the posting
      of a bond, to prevent a breach of the Agreement since there is no adequate
      remedy at law.  The prevailing party in any proceeding brought to
      enforce this agreement shall be entitled to an award of its reasonable costs
      and
      expenses, including, without limitation, attorneys’ fees.  Nothing
      contained herein shall prevent either party hereto from seeking to enforce
      its
      rights for a breach of this Agreement.

    


    Executed
      on the dates indicated below.

    


    
      	
              UVUMOBILETM,
                INC.

            	 	 	
              SCOTT
                HUGHES

            
	 	 	 	 	 	 
	 	 	 	 	 	 
	
              By:

            	
                /s/
                William J. Loughman

            	 	
              By:

            	
                /s/
                Scott Hughes

            	 
	 	
              William
                J. Loughman

            	 	 	
              Scott
                Hughes

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
              Its:

            	
                Interim
                CEO, President and CFO

            	 	
              Its:

            	
                Chief
                Technology Officer

            	 
	 	
              DATED:
                November 1, 2007

            	 	 	
              DATED:
                November 4, 2007