ex_10-1.htm


     

    Back to Form 10-Q


    AT&T

    


    RELEASE
AND

    SETTLEMENT
AGREEMENT

    


    


    This
Release and Settlement Agreement (" Agreement") is entered in between AT&T
Corp. (AT&T') and Convera Corporation (identified in the AT&T contract
as "Convera"), (''Customer'').

    


    


    Recitals

    


    WHEREAS,
Customer has subscribed since May 5, 2006 to AT&T Enterprise Hosting Service
under Account Number 72283 with a $660,000.00 annual usage revenue commitment
for a term of two (2) years (the "Former Service");

    


    WHEREAS,
a dispute has arisen relating to certain commitments and liabilities concerning
the Former Service as a result of unrelated negative changes to Customer's
business (the "Dispute")

    


    WHEREAS,
on or about March 2010, AT&T filed a lawsuit against Customer styled
AT&T Corp. v, Convera Corporation, Index No. 10/103175. in the Supreme Court
of New York, New York County (the "Lawsuit"');

    


    WHEREAS,
on February 8, 2010 Customer filed a Certificate of Dissolution with the
Secretary of State of the State of Delaware, and in connection therewith, merged
all of its operating assets in Vertical Search Works, Inc. ("VSW");

    


    WHEREAS,
AT&T and VSW are negotiating a service agreement (the "VSW Service
Agreement") which will include;

    


    (a)           AT&T
Enterprise Hosting Service with a minimum $840,000 annual usage revenue
commitment (the "New Service"). The date on which VSW executes such
documentation shall hereinafter be referred to as the "Effective
Date".

    


    (b)           The
New Service shall be for a term or two (2) years from the Effective
Date.

    


    WHEREAS,
AT&T and Customer now wish to resolve this Dispute and also to dismiss, with
prejudice all claims asserted in or that could have been asserted in, the
Lawsuit;

    


    THEREFORE,
in consideration of the mutual promises contained herein, the parties agree as
follows:

    


    
      	
              1.  

            	
               Release

            


    

    


    In
consideration of the promises contained in this Agreement, upon the execution of
the VSW Services Agreement (the "Effective Date") and without any further action
by either party., AT&T and Customer hereby release and discharge each other
(and each other's shareholders, officers, directors, affiliates and successors)
from any and all claims, damages, actions,  judgments, obligations,
demands or liabilities, known or unknown, foreseeable or unforeseeable, until
and including the date of the Agreement, which each may have against the other,
including, without limitation, any claims, damages,
actions,  judgments, obligations, demands or liabilities regarding or
relating to the Dispute, the Former Service, and the claims, actions, judgments,
obligations, demands or liabilities that are asserted in the Lawsuit or which
could have been asserted in the Lawsuit.

    


    In
addition to the foregoing. AT&T shall terminate the Former Service as of the
Effective Date. Additionally, AT&T shall adjust all shortfall and
termination charges incurred by Customer in connection with the Former Service
on or before the Effective Date.

    


    
      	
              2.  

            	
              Dismissal of
      Lawsuit

            


    

    


    AT&T
agrees to dismiss the Lawsuit with prejudice and within fifteen (15) days or the
Effective Date AT&T shall dismiss the Lawsuit and file all documents
necessary to dismiss the Lawsuit, and all claims asserted therein, with
prejudice, each party to pay its own costs and fees .

    


    
      	
              3.  

            	
              Entire
      Agreement

            


    

    


    This
Agreement is the sole, only, entire and complete agreement of the parties
relating to the subject matter hereof.  No statements, promises or
representations have been made by any party to any party, or are relied upon,
and no consideration has been or is offered, promised, expected or held out,
other than as stated in this Agreement. There are no oral or written collateral
agreements. All prior discussions and negotiations have been, and are merged and
integrated into, and are superseded by this Agreement.

    


    
      	
              4.  

            	
              Ownership of
      Claim

            


    

    


    The
parties hereto warrant that they have not assigned or transferred in any manner,
to any person or entity, any right or interest to which they may be entitled
regarding the Dispute between the parties. Each party warrants and represents to
the other party that it is owner and holder of all rights concerning the claim
that is the subject of this Agreement.

    


    
      	
              5.  

            	
              No Admission of
      Liability

            


    

    


    This
Agreement, the contents thereof or its execution shall not be construed as any
admission of liability by either party.

    


    
      	
              6.  

            	
              Legal
      Counsel

            


    

    


    Each of
the parties represents that in the execution of this Agreement, and the
negotiations leading thereto, it had the opportunity to consult legal counsel of
its own selection. Prior to the execution of this Agreement by each party, the
party's attorney. if any, reviewed this Agreement,  made any desired
changes and advised the party with respect to the advisability of making the
settlement and release provided herein and of executing this
Agreement.

    


    
      	
              7.  

            	
              Applicable
      Law

            


    

    


    This
Agreement shall be construed in accordance with and be governed by the internal
laws of the State of New York in effect as of the date execution.

    


    
      	
              8.  

            	
              Enforcement of
      Agreement

            


    

    


    If any
action at law or in equity, including an action for declaratory or injunctive
relief, is brought to enforce or interpret the provisions of this Agreement, the
prevailing party shall be entitled to all of its costs in prosecuting or
defending said action, including a reasonable amount of its attorneys' fees,
which may be set by the court in which the action for enforcement if brought, or
in separate action for that purpose, in addition to any other relief to which
the prevailing party may be entitled.

    


    
      	
              9.  

            	
              Confidentiality

            


    

    


    The
parties agree to keep both the fact of and consideration for this Agreement
confidential and agree not to disclose it to others (unless required by law,
regulation, a court or regulatory agency of competent jurisdiction, or for the
purposes of financial reporting). Customer further agrees that, if asked about
the dispute described herein, Customer will respond only that the dispute has
been resolved satisfactorily.

    


    
      	
              10.  

            	
              Miscellaneous

            


    

    


    (a) The
delay or failure of a party to exercise any right power or privilege hereunder
or failure to strictly enforce any breach or default shall not constitute a
waiver with respect thereto and no waiver of any such right, power, privilege,
breach or default on anyone occasion shall constitute a waiver thereof on any
subsequent occasion unless clear and express notice thereof in writing is
provided.

    


    (b) If
any provision of this Agreement is held to be invalid or unenforceable, all
other provisions shall nevertheless continue in full force and
effect.

    


    


    IN
WITNESS WHEREOF, the parties have affixed their signatures effective as of the
date first above written.

    


    


    
      	
              Convera
      Corporation

            	 
      	
              AT&T
      CORP.

            
	
               

              /s/
      Matthew G. Jones

            	 
      	
               

              /s/
      Moniquee Little

            
	
              (Authorized
      Signature)

            	 
      	
              (Authorized
      Signature)

            
	
               

              Matthew
      G. Jones

            	 
      	
               

              Moniquee
      Little

            
	
              Chief
      Financial Officer

            	 
      	
              Stat
      Case Manager

            
	
              (Typed
      or Printed Name and Title)

            	 
      	
              (Typed
      or Printed Name and Title)

            
	
               

              July
      12, 2010

            	 
      	
               

              July
      13, 2010

            
	
              (Date
      signed)

            	 
      	
              (Date
      signed)

            


    

    


    


    


    THIS
AGREEMENT IS NOT ACCEPTED UNTIL SIGNED BY AT&T.

    


    


    AT&T
Proprietary

    The
information contained herein is for use

    by
authorized persons only and

    is not
for general distribution