Agreement and Mutual Release
This Agreement and Mutual Release ("Agreement") is made effective this
day of January, 2017, by and between Meyer &
Associates, LLC ("M&A"), of the first part, and Advanced Voice Recognition
Systems, Inc. ("AVRS") and Walter Geldenhuys ("Geldenhuys"), of the second
part.
The signatories to this Agreement will be referred to jointly as the
"Parties."
Recitals
A.
AVRS ENGAGED M&A TO PERFORM LEGAL SERVICES FOR AVRS AND
EXECUTED AN ENGAGEMENT AGREEMENT SETTING FORTH THE TERMS UPON WHICH AVRS WAS TO
PAY FOR THE LEGAL SERVICES. GELDENHUYS AGREED TO BE JOINTLY AND SEVERALLY LIABLE
FOR AVRS'S OBLIGATIONS UNDER THE ENGAGEMENT LETTER.
B.
CLAIMING A DEFAULT UNDER THE ENGAGEMENT AGREEMENT, M&A FILED
A LAWSUIT, MEYER & ASSOCIATES, LLC V. ADVANCED VOICE RECOGNITION SYSTEMS, INC.
ET AL., 2017CV32482 (ARAPAHOE COUNTY DISTRICT CT., COLORADO)(THE "LAWSUIT.")
C.
THE PARTIES WISH TO AVOID THE TIME AND EXPENSE OF LITIGATION
TO THE EXTENT POSSIBLE, AND TO THAT END ENTER INTO THIS AGREEMENT.
In consideration of the mutual promises and covenants set forth
below, and other good and valuable consideration, the sufficiency of which
hereby is acknowledged, the undersigned Parties hereby agree, represent,
warrant, and covenant as follows:
Agreement
1.
DEFINITIONS
1.1
"CLAIM" OR "CLAIMS" MEANS ANY AND ALL CLAIMS, RIGHTS,
OBLIGATIONS, CAUSES OF ACTION, SUITS, OR DEMANDS OF ANY KIND OR CHARACTER,
HOWEVER DENOMINATED, WHICH RELATE TO OR ARISE OUT OF THE ENGAGEMENT LETTER
BETWEEN M&A AND AVRS AND THE LEGAL SERVICES PERFORMED THEREUNDER BY M&A AND ITS
MEMBERS, WHETHER AT LAW OR IN EQUITY, KNOWN OR UNKNOWN, DIRECT, INDIRECT, OR
SUBROGATED, AND DERIVATIVE OF ANY OF THE ABOVE.
1.2
"DAMAGES" MEANS ANY AND ALL DAMAGES OF ANY KIND OR NATURE,
INCLUDING, BUT NOT LIMITED TO, (A) PERSONAL INJURY, (B) PROPERTY DAMAGE, AND (C)
DIRECT AND INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, COMPENSATORY,
CONSEQUENTIAL, EXEMPLARY, EXTRAORDINARY, MARKET VALUE, ECONOMIC, NON-ECONOMIC,
AND PUNITIVE OR MULTIPLE DAMAGES.
1.3
"EFFECTIVE DATE" MEANS THE DATE SET FORTH IN THE FIRST
PARAGRAPH OF THIS AGREEMENT.
1.4
"PERSON" MEANS ANY INDIVIDUAL, FIRM, CORPORATION, ASSOCIATION,
PARTNERSHIP, JOINT VENTURE, TRUST, OR OTHER ENTITY, OR ANY FEDERAL, STATE, OR
LOCAL COURT, GOVERNMENTAL AGENCY, MUNICIPALITY, DEPARTMENT, COMMISSION, BOARD,
OR INSTRUMENTALITY.
2.
EXECUTION OF A PROMISSORY NOTE
2.1
AVRS AND GELDENHUYS WILL EXECUTE AS CO-MAKERS THE PROMISSORY
NOTE (THE "NOTE") ATTACHED HERETO AS EXHIBIT A, AND WILL PROVIDE THE ORIGINAL
SIGNED NOTE TO M&A.
2.2
AVRS WILL TIMELY MAKE ALL PAYMENTS REQUIRED UNDER THE NOTE AS
AND WHEN SPECIFIED. THE PARTIES EXPRESSLY AGREE THAT TIME IS OF THE ESSENCE OF
SUCH PAYMENTS.
3.
ADMINISTRATIVE STAY OF THE LAWSUIT
3.1
M&A SHALL SEEK TO HAVE THE COURT ADMINISTRATIVELY CLOSE THE
LAWSUIT PENDING THE PERFORMANCE BY AVRS AND GELDENHUYS. IF THE COURT DECLINES TO
ADMINISTRATIVELY CLOSE THE CASE, M&A SHALL FILE A NOTICE OF DISMISSAL WITHOUT
PREJUDICE.
3.2
IF AN EVENT OF DEFAULT EXISTS UNDER THE NOTE, M&A MAY SEEK TO
RE-OPEN THE LAWSUIT AND TO ASSERT THEREIN A CAUSE OF ACTION UNDER THE NOTE AND
THOSE RIGHTS SET FORTH IN THE FINAL SENTENCE OF PARAGRAPH 4.1.
3.3