Exhibit
10.1


 


SETTLEMENT AGREEMENT AND MUTUAL RELEASE
OF CLAIMS


 


This Settlement Agreement
and Mutual Release (hereinafter “AGREEMENT”) is entered into on this, the 9th day of December, 2019, by,
between, and among Innovative Payment Solutions, Inc, a Nevada Corporation (“Company”) and Qpagos Corporation, a Delaware
Corporation (“Subsidiary”), on the one hand, and Andrey Novikov (“Claimant”), on the other hand. Company,
Subsidiary and the Claimants are hereinafter referred to collectively as “SETTLING PARTIES”. The SETTLING PARTIES enter
this AGREEMENT individually, and on behalf of themselves and their respective principals, agents, attorneys, officers, directors,
shareholders, servants, representatives, employees, members, partners, subsidiaries, affiliated companies, insurers, predecessors,
successors-in-interest and assigns.


 


The SETTLING PARTIES
intend that the terms of this agreement and underlying transactions remain confidential.


 


		1.0	PARTIES’ REPRESENTATIONS



 


Each SETTLING PARTY
represent as follows:


 


(a)
That this AGREEMENT will be binding upon it when executed; and


 


(b)
That the representations set forth herein shall endure forever and shall survive the execution of this AGREEMENT and the
settlement, as more fully described below.


 


		2.0	RECITALS



 


2.1 WHEREAS,
it is the intent of the SETTLING PARTIES to fully and finally resolve any and all of the claims between them relating to that certain
employment agreement dated May 1, 2015 with an amount due of $156,206.11 In order to preclude any potential future litigation between
and among the SETTLING PARTIES, all terms of this AGREEMENT are to be construed so that their meaning will effectuate this intent.


 


2.2 WHEREAS,
the SETTLING PARTIES each recognize that any future litigation among them would require substantial time, effort, and expense unless
their claims are settled and terminated between and among them at this time.


 


2.3 WHEREAS,
the SETTLING PARTIES wish to reduce to writing the full terms of their AGREEMENT.


 


		3.0	NO ADMISSION



 


In making this AGREEMENT,
the SETTLING PARTIES do not admit the sufficiency of any claims, allegations, assertions, contentions, or positions of any other
party, or the sufficiency of any defenses to any such claims, allegations, assertions, contentions or positions. Further, in making
this AGREEMENT, the SETTLING PARTIES agree that the covenants and releases comprising this AGREEMENT are not intended to be admissions
of liability, negligence, willful conduct, breach of contract, bad faith conduct or fault of any kind whatsoever. The SETTLING
PARTIES hereto desire to resolve the instant action in an amicable fashion. The SETTLING PARTIES have entered into this AGREEMENT
in good faith and with the desire to forever settle as between them all claims and to execute a Release as set forth in Paragraph
4.0 below.


 






     


     


    

 


AGREEMENT AND RELEASE


 


WHEREFORE, in consideration
of the covenants and agreements expressed herein, and the recitals set forth above, which form a part of, and are incorporated
into this AGREEMENT, the parties hereto agree as follows:


 


		4.0	SETTLEMENT TERMS



 


(a)
The Company shall issue Claimant a promissory note, in the amount of $131,906.11;


 


(b)
An outstanding balance of $24,300.00 shall remain with the Subsidiary, which shall be paid by the Subsidiary no later than 30
days from the execution of this agreement;


 


(c)
Each of the Settling Parties hereby release and forever discharges each other, and all of their representatives, agents,
employees, heirs, successors, administrators, executors, attorneys, and any parents, affiliates, subsidiaries, officers, directors,
shareholders, predecessors and assigns, from any and all claims, counterclaims, demands, notes, setoffs, defenses, accounts, cause
and causes of action, tortuous acts, suits, debts, dues, sums of money, losses, liabilities, rights, reckonings, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, attorneys’ fees,
extents, judgments, findings, disputes and executions, of any nature whatsoever, cognizable at law or in equity, and any past,
present or future duties, known or unknown, responsibilities or obligations which may have arisen or may in the future arise in
connection with or in any manner related to or arising out of the any event or occurrence related to the transaction contemplated
in the recital, including but not limited to the employment relationship (“Released Claims”).


 


(d)
The Settling Parties further expressly agree that this Agreement shall be binding upon their successors and assigns and
shall inure to the benefit of the Settling Parties and each of them. The Settling Parties further represent that any approvals
of this Agreement required to be obtained by each of the Settling Parties have been obtained and that the Settling Parties are
expressly or otherwise fully authorized to release and discharge each other as described herein.


 


(e)
Each party acknowledges and agrees that it may later discover facts different from or in addition to those which he now
knows or believes to be true in entering into this Settlement Agreement. Each party agrees to assume the risk of the possible discovery
of additional or different facts, including facts which may have been concealed or hidden, and agrees that this Settlement Agreement
shall remain effective regardless of such additional or different facts.


 






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(f) If any provision
of this Settlement Agreement is held to be illegal, invalid or unenforceable under present or future laws, that provision shall
be severable and this Settlement Agreement shall be construed and enforced as if that illegal, invalid or unenforceable provision
never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected
by the illegal, invalid or unenforceable provision, and there shall be added automatically as part of this Settlement Agreement
a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and
enforceable.


  


		5.0	ENTIRE AGREEMENT



 


This AGREEMENT constitutes
the full and entire AGREEMENT between the SETTLING PARTIES hereto and such Parties acknowledge that there is no other Agreement,
oral or written, between the SETTLING PARTIES hereto.


 


		6.0	FINAL AGREEMENT



 


The parties to this
AGREEMENT and each of them, acknowledge that (1) this AGREEMENT and its reduction to final form is the result of extensive good
faith negotiations between the parties; (2) the parties have carefully reviewed and examined this AGREEMENT; (3) the parties have
had ample opportunity to consult with independent legal counsel; and (4) any statute or rule of construction that ambiguities are
to be resolved against the drafting party shall not be employed in the interpretation of this AGREEMENT.


 


		7.0	FEES AND COSTS



 


All parties will bear
their own fees and costs concerning preparation and execution of this AGREEMENT and all required definitive agreements. Notwithstanding
the foregoing, In the event any dispute, controversy or claim arises out of or in connection with this Settlement Agreement or
the Released Claims, the prevailing party shall be entitled to all reasonable attorneys’ fees, costs, and expenses at all
trial and appellate levels, including attorneys’ fees, costs, and expenses in all arbitration proceedings, and if applicable
incurred in connection with determining the amount of an award of reasonable attorneys’ fees.


 


		8.0	NO INDUCEMENT



 


Each SETTLING PARTY
expressly warrants and represents that, in executing this AGREEMENT, it is not relying upon any representation, promise, inducement
or statement made by or on behalf of any of the other persons or entities which/who are parties to this AGREEMENT. Nor is any party
relying on any omission or the absence of any statement, representation, promise or inducement not made herein. Each party hereto
expressly waives any right it might ever have to claim that this AGREEMENT was in any way induced by fraud.


 






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		9.0	NON DISPARAGEMENT.



 


The Company, its officers, directors and
employees, and the Claimant each agree that they shall not defame or publicly disparage the other party concerning the subject
matter of this Agreement, the issues that led up thereto or the conduct of the Company’s business. Claimant may continue
to holder himself out as a former co-founder of the Company, though. Claimant further agrees Agreement not to publish any information
of any kind about the Company, its officers, directors and employees in any form, including in any writing, video, social media
or any other form whatsoever.


 


		10.0	MODIFICATIONS



 


This AGREEMENT may
not be amended or modified, except by a written instrument executed by the parties affected by such amendment to this AGREEMENT.


 


		11.0	COUNTERPARTS



 


This AGREEMENT may
be executed in counterparts with the same effect as if all original signatures were placed on one document, and which, when taken
together, shall constitute one original agreement.


 


		12.0	PARAGRAPH HEADINGS



 


Paragraph headings
are for reference only and shall not affect the interpretation of any paragraph hereto.


 


		13.0	PARTIAL INVALIDITY



 


Each provision of this
AGREEMENT is valid and enforceable to the fullest extent permitted by law. If any provision of this AGREEMENT, or the application
of such provision to any person or circumstance, is deemed to be invalid or unenforceable, the remainder of this AGREEMENT, or
the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable,
is not affected by such invalidity or unenforceability, unless such provision or application of such provision is essential to
this AGREEMENT.


 


		14.0	APPLICABLE LAW



 


This AGREEMENT is made
and entered into in the State of Nevada and shall be deemed to have been executed and delivered within the State of Nevada, and
the rights and obligations of the parties hereunder shall be governed by, and construed, and enforced in accordance with the laws
of the State of California without regard to its conflict of laws principles.


 


		15.0	NON-ASSIGNMENT



 


The SETTLING PARTIES
hereby warrant that they are the legal owners of the RELEASED CLAIMS described and being released herein and have not assigned
all or any portion of the claims to any person or entity. The SETTLING PARTIES further expressly agree to defend, protect, indemnify
and hold each other harmless if any person, firm or corporation shall assert or attempt to assert any claims against either one
of the SETTLING PARTIES by reason of the foregoing matters.


 


		16.0	EFFECTIVE DATE



 


The Parties hereto
deem this AGREEMENT to be effective as of the date that the AGREEMENT is fully executed by all Parties. 


 




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IN WITNESS WHEREOF,
the undersigned have executed this AGREEMENT and mutual release on the date affixed by their signature.


  


	 	Innovative
    Payment Solutions, Inc.,
	 	a Nevada corporation
	 	 
	 	/s/ William Corbett
	 	By: William Corbett, CEO
	 	 
	 	QPAGOS
    Corporation
	 	a Delaware corporation
	 	 
	 	/s/ Gaston Pereira
	 	By: Gaston Pereira, President
	 	 
	 	/s/ Andrey Novikov
	 	Andrey Novikov


 


 


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