hpilhtermsupplyresellagrmthp.htm - Generated by SEC Publisher for SEC Filing










 








MUTUAL
TERMINATION AGREEMENT


 


This MUTUAL TERMINATION AGREEMENT (this “Agreement”) is dated as of December 5, 2015, between HPIL Holding, a Nevada (USA)
corporation (the “Company”), and World Traditional Fudokan Shotokan
Karate-Do Federation, a worldwide karate federation organized in
Switzerland (“WTFSKF” and together with the Company, the “Parties”, and each, a
“Party”).


WHEREAS, HPIL HEALTHCARE Inc. and WTFSKF entered
into that certain Product Reseller Agreement dated October 9, 2014 (the
“Product Reseller Agreement”);


WHEREAS, HPIL HEALTHCARE Inc. was formerly a
wholly owned subsidiary of the Company, which was merged with and into the Company
effective as of May 28, 2015, pursuant to which the Company succeeded to and
assumed all rights and obligations of HPIL HEALTHCARE Inc., including those
arising from the Product Reseller Agreement;


WHEREAS, the Parties have each determined that it
is in their best interest to terminate the Product Reseller Agreement and
desire to agree to a mutual termination thereof on the terms and conditions set
forth herein;


NOW, THEREFORE, for and in consideration
of the foregoing recitals, the mutual covenants and conditions contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties, intending to be legally bound,
agree as follows:


1.     Definitions. 
Capitalized terms used in this Agreement and not otherwise defined herein shall
have the meaning set forth in the Product Reseller Agreement.  In addition to
the terms defined elsewhere in this Agreement, for all purposes of this
Agreement, the following terms have the meanings set forth in this Section 1:


1.1.         
“Affiliate” means any Person that, directly or indirectly through one or
more intermediaries, controls or is controlled by or is under common control
with a Person as such terms are used in and construed under Rule 144 promulgated
under the Securities Act of 1933.  With respect to WTFSKF, any investment
fund or managed account that is managed on a discretionary basis by the same
investment manager as WTFSKF will be deemed to be an Affiliate of WTFSKF.


1.2.         
“Person” means an individual or corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other
entity of any kind.


2.     Termination
of Initial Services Agreement.  The Parties hereby agree that the Product
Reseller Agreement shall be deemed terminated and canceled, without further
action or notice by the Parties, effective as of 11:59 p.m. (Eastern Time) on December
5, 2015 (the “Termination Date”).  Thereafter, the Product Reseller Agreement shall
have no further force or effect and the Parties shall
have no liability for any ongoing obligations thereunder, with the exception of
the obligations set forth in this Agreement and those obligations set forth in
the Product Reseller Agreement that, by their nature or as explicitly set forth
therein survive termination of the Product Reseller Agreement, all of which
shall survive the Termination Date.  The Parties hereby waive strict compliance
with the Product Reseller Agreement, including with the termination provisions
thereof.  Each Party acknowledges that the other Party shall not incur any
liability, penalty or expense arising out of or related to the termination of
the Product Reseller Agreement not otherwise set forth in this Agreement and
expressly waives any and all such claims of liability, penalties or expenses.







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3.     Mutual
Release of Claims. 


3.1.         
Release of WTFSKF.  The Company does hereby remise, release,
acquit and forever discharge WTFSKF and its owners, officers, directors,
employees, agents, Affiliates, advisors and attorneys (collectively, the “WTFSKF
Released Parties”) of and from all manner of actions, causes of action, suits,
debts, covenants, accounts, trespasses, contracts, agreements, damages,
judgments, liabilities, losses, costs, expenses, and claims of any nature
whatsoever, in law or equity, whether or not now or hereafter known, suspected
or claimed, which the Company ever had, now has, or which he hereafter can,
shall or may have or allege against WTFSKF or the WTFSKF Released Parties upon
or by reason of any matter, cause or thing from the beginning of the world to
the date hereof related to the Product Reseller Agreement.


3.2.         
Release of the Company.  WTFSKF does hereby remise, release,
acquit and forever discharge the Company and its shareholders, officers,
directors, employees, agents, Affiliates, advisors and attorneys (collectively,
the “Company Released Parties”) of and from all manner of actions, causes of
action, suits, debts, covenants, accounts, trespasses, contracts, agreements,
damages, judgments, liabilities, losses, costs, expenses, and claims of any
nature whatsoever, in law or equity, whether or not now or hereafter known,
suspected or claimed, which WTFSKF ever had, now has, or which it hereafter
can, shall or may have or allege against the Company or the Company Released
Parties upon or by reason of any matter, cause or thing from the beginning of
the world to the date hereof related to the Product Reseller Agreement.


4.     Securities
Laws Disclosure; Publicity.  The Company shall issue a Current Report
on Form 8-K, disclosing the material terms of this Agreement and filing
this Agreement as an exhibit thereto.  WTFSKF shall not issue a press
release or otherwise make any such public statement with respect to this
Agreement without the prior consent of the Company. 


5.     Voluntary
Execution of Agreement.  Each Party to this Agreement acknowledges that
it has had an opportunity to review this Agreement with legal counsel regarding
the meaning of this Agreement, the obligations imposed by this Agreement and
the legal implications of this Agreement, as well as the advisability of
entering into this Agreement.  This Agreement is executed
voluntarily and without any duress or undue influence on the part or behalf of
the Parties hereto.







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6.     Fees
and Expenses.  The Parties shall pay the fees and expenses of its
advisers, counsel, accountants and other experts, if any, and all other
expenses incurred by such party incident to the negotiation, preparation,
execution, delivery and performance of this Agreement.


7.     Entire
Agreement; Amendment.  This Agreement constitutes the entire agreement
by and among the Parties in regards to and supersedes all prior negotiations,
representations or agreements among them, either written or oral, with respect
to the Product Reseller Agreement or the termination thereof. This Agreement
may be amended only by a written instrument designated as an amendment to this
Agreement and executed by all the Parties.  Each Party represents and warrants
that it has not relied upon any statement or representation that is not
expressly set forth in this Agreement.


8.     Governing
Law and Venue.  This Agreement shall be interpreted and construed in
accordance with the laws of the State of Nevada (USA) without regard to its
conflict of laws principles.  Any dispute arising out of or relating to this
Agreement shall be brought only in the State of Nevada (USA).  The Parties
agree that any action or proceeding arising out of or related in any way to
this Agreement shall be brought in an appropriate state or federal court
located in Las Vegas, Nevada (USA) and agree to the exclusive jurisdiction
thereof.


9.     Construction. 
The Parties agree that each of them and/or their respective counsel has
reviewed and had an opportunity to review and revise this Agreement and,
therefore, the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of this Agreement or any amendments hereto.


10.  Counterparts. 
This Agreement may be executed in counterparts, and each counterpart shall have
the same force and effect as an original and shall constitute an effective,
binding agreement on the part of each of the undersigned.  Facsimile signatures
or signatures submitted electronically shall constitute original signatures for
purposes of this Agreement.


 


 


 


 


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IN
 WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their respective authorized signatories, under seal, as of the
date first indicated above.


	
  The “Company”

   

  HPIL Holding, a Nevada (USA) corporation.

   

   

  	
   

  	
  “WTFSKF”

   

  World Traditional Fudokan Shotokan Karate-Do
  Federation, a worldwide karate federation organized in Switzerland. 

   

  
	
   

  By:  /S/ Louis Bertoli                                                                                                             

           Louis Bertoli, President and CEO

   

  	
   

  	
   

  By:  /S/ Ionel Bara                                                                                                                 

           Ionel Bara, President