Blueprint





 










 Exhibit
10.1 



 



TERMINATION AGREEMENT AND MUTUAL RELEASE


 


This
Termination Agreement and Mutual Release (“Agreement”)
is made this 21st day of February, 2019, by and between James R.
Erickson (“Erickson”) and Exactus, Inc., a Nevada
corporation (the “Company”) (collectively the
“Parties”).


 


WHEREAS
Erickson and the Company are parties to an Executive Employment
Agreement (the “Employment Agreement”) dated December
1, 2016, under which Erickson is employed as the Company’s
Chief Business Officer; and


 


WHEREAS, Erickson
and the Company desire and intend to terminate the Employment
Agreement and settle all claims and causes of action whatsoever
which may exist between them,


 


THEREFORE, for and
in consideration of the promises and covenants herein contained,
and for other valuable consideration received, the sufficiency of
which is hereby expressly acknowledged, it is hereby mutually
agreed by and between the Parties hereto, and each of them, as
follows:


 




1.


Termination of Employment
Agreement. Effective as of the date hereof, the Employment
Agreement shall be deemed terminated by the mutual consent of
Erickson and the Company. Hereafter, neither Erickson nor the
Company shall have further rights, duties or obligations thereunder
and no further performance or consideration, by either party, which
may be called for or related to the Employment Agreement shall be
required.






 




2.


Definitions used in Sections 3 and
4. For purpose of Sections 3 and 4 of this Agreement, the
terms the “Company” and “Erickson” shall
include the following persons and/or entities: the named persons
and/or entities individually, jointly, severally and on behalf of
their respective affiliated and/or subsidiary companies and
partnerships, together with any and all past and present trustees,
receivers, board members, employees, officers, directors,
shareholders, partners, agents, representatives, subsidiaries,
unincorporated divisions, insurance carriers, sureties,
consultants, attorneys, successors, assigns, heirs, executors,
administrators, tenants, licensees, invitees, joint venturers,
members and related persons, predecessors, entities or
companies.






 



3.           

Erickson’s Release of the
Company. With the exception of the obligations set forth in
this Agreement, Erickson hereby fully releases and discharges the
Company of and from all claims, actions, causes of action, demands,
rights, agreements, promises, liabilities, losses, damages, costs
and expenses, of every nature and character, description and
amount, either known or unknown, without limitation or exceptions,
whether based on theories of tort, fraud, misrepresentation,
contract, breach of contract, breach of the covenant of good faith
and fair dealing, violation of statute, ordinance, or any other
theory of liability or declaration of rights whatsoever, which
Erickson may now have or may hereinafter acquire against the
Company, whether asserted or not, arising directly or indirectly
from or based on any cause, event, transaction, act, omission,
occurrence, condition or matter, of any kind or nature whatsoever,
which has occurred prior to the Parties’ execution of this
Agreement.






 


 








 








 







4.            

Company’s Release of
Erickson. With the exception of the obligations set forth in
this Agreement, the Company hereby fully release and discharge
Erickson of and from all claims, actions, causes of action,
demands, rights, agreements, promises, liabilities, losses,
damages, costs and expenses, of every nature and character,
description and amount, either known or unknown, without limitation
or exceptions, whether based on theories of tort, fraud,
misrepresentation, contract, breach of contract, breach of the
covenant of good faith and fair dealing, violation of statute,
ordinance, or any other theory of liability or declaration of
rights whatsoever, which the Company may now have or may
hereinafter acquire against Erickson, whether asserted or not,
arising directly or indirectly from or based on any cause, event,
transaction, act, omission, occurrence, condition or matter, of any
kind or nature whatsoever, which has occurred prior to the
Parties’ execution of this Agreement.






 



5.           

Scope of Release. Subject to the terms and
conditions stated herein, the Parties acknowledge and agree that
the release given above constitutes a full, complete, fair and
final release, including any and all disputes, claims or causes of
action, known or unknown, contingent or accrued which may now exist
between them. The Parties acknowledge that they are aware that
they, or their attorneys, may hereafter discover facts different
from or in addition to those which they or their attorney now know
or believe to be true with respect to the claims, demands, debts,
liabilities, accounts, obligations, and causes of action of every
kind so released, and each agrees that the general release so given
shall be and remain in effect as a full and complete release of the
Parties released thereby notwithstanding any such different or
additional facts.






 



6.           

Miscellaneous.






 



a.           

No Admission of Liability. Each
of the Parties agrees that this Agreement is a compromise and shall
never be treated as an admission of liability of any Party hereto
for any purpose, and that liability therefor is expressly denied by
each of the Parties.






 



b.           

Entire Agreement. This
Agreement constitutes the entire agreement between the Parties. All
negotiations, proposals, modifications and agreements prior to the
date hereof between the Parties are merged into this Agreement and
superseded hereby. There are no other terms, conditions, promises,
understandings, statements, or representations, express or implied,
concerning this Agreement unless set forth in writing and signed by
all of the Parties.






 



c.           

Amendments. This Agreement may
only be modified by an instrument in writing executed by the
Parties.






 



d.           

Attorneys' Fees. Should any
action (at law or in equity, including but not limited to an action
for declaratory relief) or proceeding be brought arising out of,
relating to or seeking the interpretation or enforcement of the
terms of this Agreement, or because of an alleged dispute, breach,
default or misrepresentation in connection with the terms of this
Agreement, the prevailing party, as decided by the Court, shall be
entitled to reasonable attorneys' fees and costs incurred in
addition to any other relief or damages which may be awarded. This
entitlement to fees shall include fees incurred in connection with
any appeal or bankruptcy proceeding.






 


 



 







 






 


 




e.

Severance. Should any term,
part, portion or provision of this Agreement be decided or declared
by the Courts to be, or otherwise found to be, illegal or in
conflict with the applicable law of any State or of the United
States, or otherwise be rendered unenforceable or ineffectual, the
validity of the remaining parts, terms, portions and provision
shall be deemed severable and shall not be affected thereby,
providing such remaining parts, terms, portions or provisions can
be construed in substance to constitute the agreement that the
Parties intended to enter into in the first instance.






 



f.           

Successors and Assigns. This
Agreement shall be binding and inure to the benefit of the Parties,
their respective predecessors, parents, subsidiaries and affiliated
corporations, all officers, directors, shareholders, agents,
employees, attorneys, assigns, successors, heirs, executors,
administrators, and legal representatives of whatsoever kind or
character in privity therewith.






 



g.           

Counterparts. This Agreement
may be executed in counterparts, one or more of which may be
facsimiles, but all of which shall constitute one and the same
Agreement. Facsimile signatures of this Agreement shall be accepted
by the parties to this Agreement as valid and binding in lieu of
original signatures; however, within five (5) business days after
the execution of this Agreement, such parties shall also deliver to
the other party an original signature page signed by that
party.






 



h.           

Understanding of Agreement. The
Parties each acknowledge that they have fully read the contents of
this Agreement and that they have had the opportunity to obtain the
advice of counsel of their choice, and that they have full,
complete and total comprehension of the provisions hereof and are
in full agreement with each and every one of the terms, conditions
and provisions of this Agreement. As such, the Parties agree to
waive any and all rights to apply an interpretation of any and all
terms, conditions or provisions hereof, including the rule of
construction that such ambiguities are to be resolved against the
drafter of this Agreement. For the purpose of this instrument, the
Parties agree that ambiguities, if any, are to be resolved in the
same manner as would have been the case had this instrument been
jointly conceived and drafted.






 


 


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date set forth above their respective signatures
below.


 


Exactus,
Inc.


 


By:
/s/ Philip Young  
     



 


Print
name: Philip
Young


 


Title:
Chief
Executive Officer


 


 



/s/ James R. Erickson   



James
R. Erickson