Exhibit 10.98


 


SETTLEMENT AGREEMENT AND RELEASE


 


This SETTLEMENT
AGREEMENT AND RELEASE (“Agreement”) is  executed
effective the date it is executed on behalf of the last party to sign it,
between VCampus Corporation (“ VCampus”) and The Board of Trustees of Park
University, doing business as Park University (“Park”) (collectively, the
“Parties”).


 


WHEREAS, Since 1995, VCampus and Park have been
parties to a series of contracts whereby VCampus has provided Park certain
technology and service to enable Park to provide distance learning
opportunities for students enrolled at Park;


 


WHEREAS, Park has indicated to VCampus that it does
not intend to renew its contract with VCampus and that except as otherwise
indicated in this Agreement, Park desires to end all existing relationships
with VCampus;


 


WHEREAS, VCampus and Park desire to resolve all issues
and claims regarding the termination of the contractual relationships between
the parties and to mutually release each other from all other claims, demands,
action, causes of action of all kinds amicably on the terms and conditions set
forth below;


 


NOW, THEREFORE, in consideration of the mutual covenants and
promises made in this Agreement, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:


 


AGREEMENT


 


1.             Release of Claims by Park:   Except for those obligations expressly set
forth herein, Park hereby releases and forever discharges VCampus and its
agents, attorneys, successors, assigns, affiliates, parents, subsidiaries,
officers, directors, employees, owners, shareholders, and insurers from any and
all liability, claims, demands, obligations, causes of action, and damages of
any kind or nature whatsoever, whether known or unknown, anticipated or
unanticipated, suspected or unsuspected, past or present, arising out of or
relating in any way to the series of contractual agreements whereby VCampus has
provided Park the technology and service necessary for providing distance
learning opportunities for students enrolled at Park as culminated in the
Master Agreement between VCampus and Park (“Master Agreement”), together with
any and all other claims, demands, actions, and causes of action of any kind or
nature whatsoever, both known and unknown.


 


2.             Release of Claims by VCampus:  Except for those obligations expressly set
forth herein, VCampus hereby releases and forever discharges Park and its
agents, attorneys, successors, assigns, affiliates, parents, subsidiaries,
officers, directors, employees, and insurers from any and all liability,
claims, demands, obligations, causes of action, and damages of any kind or
nature whatsoever, whether known or unknown, anticipated or unanticipated,
suspected or unsuspected, past or present, arising out of or relating in any
way to the Master Agreement, together with any and all other claims, demands,
actions, and causes of action of any kind whatsoever, both known and unknown.


 


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3.             Termination of Service:
VCampus will continue to provide the services to Park, as outlined in the
Master Agreement, until 1:01 a.m. EDT on May 10, 2004. Except as provided
expressly herein, all of the services provided by VCampus under the Master
Agreement and other related agreements will terminate as of 1.01 a.m. EDT on May
10, 2004 (“Termination Date”).


 


4.             Access for Bona Fide Grade
Appeals:   From June 7, 2004 at
12:01 p.m. EDT, until July 1, 2004 at 1:01 a.m. EDT, VCampus will allow Park to
have access to discussion postings for use only in resolving bona fide grade appeals.
Such access will be available through a single administrative account,


 


5.             Post Termination Date Services:
Except as provided expressly herein, VCampus will have no obligation to provide
any service of any kind to Park after the Termination Date.  The Parties expressly acknowledge and agree
that any service, support, advice, or consultation from VCampus employees, or
access to VCampus information or systems, after the Termination date (exclusive
of those set forth in Section 4), will be solely at the discretion of VCampus
and be provided at a price to be determined by the mutual agreement of the
parties.


 


6.             Development Fund Payments:
Park hereby waives any claim for any payments, past or future, to the
“Development Fund” as that term is defined in the Master Agreement, and hereby
discharges VCampus from the obligation of making any such payment including,
but not limited to, the Spring I Development Fund Payment of $186,150.00, and
the Spring II Development Fund Payment estimated to be $180,768.00.  The Parties agree that all monies currently
deposited in the Development Fund will remain the sole property of and paid to
Park. VCampus hereby waives any claim to any money previously deposited in the
Development Fund and not yet disbursed.


 


7.             Courseware Development Payments
and Royalties:    Park agrees to be
solely responsible for all further Courseware Development Payments or Royalties
(as each such term is defined in the Master Agreement) to Park instructors.
Park further agrees to defend, indemnify, and hold harmless, VCampus against
any claim, demand, action, cost, expense, loss, judgment, or liability,
relating to the payment of Courseware Development Payments or Royalties to Park
instructors.  Park hereby waives and
releases VCampus from all claims to recover the $121,500.00 Courseware
Development Payment previously paid by Park to VCampus but not distributed to
Park instructors.


 


8.             Final Payment For Services:
Park agrees to make final payment to VCampus for all services through the
Termination Date no later than May 18, 2004. 
Nothing in this Agreement is meant to reduce or otherwise alter the
amount of payment due to VCampus for services provided to Park through the
Termination Date.


 


9.             Binding Effect:   This Agreement shall be binding on and inure
to the benefit of the Parties, their successors, heirs, assigns, agents,
servants, attorneys, representatives, insurers, any trustees or conservators
appointed for or on behalf of the Parties, and as to business entities, their
parents, subsidiaries, affiliated and related companies, divisions, together
with their respective past, present, and future predecessors, successors,
assigns, officers, directors,


 


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shareholders, agents,
attorneys, employees, insurers, and their respective heirs and legal
representatives.


 


10.           Effective Date:  This Agreement shall be effective upon
execution by the second party to sign.


 


11.           Enforcement:    All remedies at law or in equity shall be
available for the enforcement of this Agreement.  This Agreement may be pled as a full bar and defense to the
assertion of any claims arising from obligations under the Master Agreement
between the Parties.


 


12.           Applicable Law:  This Agreement shall be construed pursuant
to the law of the State of Missouri in effect on the date of its signing.


 


13.           Captions:    The captions used in this Agreement are
for clarification and are intended only to aid in the interpretation of the
Agreement. To the extent they conflict with any substantive provisions of this
Agreement, they shall be disregarded.


 


14.           Advice of Counsel:. The
Parties represent they each relied solely upon their own judgment and belief
and the advice and recommendations of their own counsel in entering into this
Agreement.


 


15.           Complete Agreement: It is
understood and agreed that this Agreement contains the entire agreement between
the Parties and that the terms and provisions of this Agreement are contractual
and not mere recitals.


 


16.           The persons who have executed this
Agreement on behalf of Park and VCampus represent and warrant that they have
full authority to bind their respective principals and that execution of this
Agreement has been duly authorized in accord with the articles of incorporation
and bylaws of their respective principals.


 


17.           This Agreement shall bind the parties
and their respective successors and assigns.


 


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  THE BOARD OF TRUSTEES OF
  PARK

  UNIVERSITY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Beverley Byers-Pevitts

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Beverley Byers-Pevitts

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
  May 3, 2004

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VCAMPUS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher Nelson

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  CHRISTOPHER NELSON

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  CFO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
  5/3/04

  	
   

  
										



 


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