EXHIBIT 10.9
SETTLEMENT AGREEMENT AND GENERAL RELEASE
This Settlement Agreement and General Release ("Agreement") is made and
entered into by and between Rochem Group, SA ("RoGroup") and Rochem
Environmental, Inc. ("the Company"), RoGroup and the Company are collectively
referred to as the "Parties."
WHEREAS, the Parties have entered into various agreements; and
WHEREAS, disputes have arisen regarding the performance of such
agreements;
WHEREAS, the Parties desire to settle such disputes, and intend this
Agreement to set forth their entire understanding with respect to such matters;
NOW THEREFORE, the Parties intending to be legally bound and in
consideration of the mutual covenants herein contained, do hereby agree as
follows:
1. TERMINATION OF LETTER OF INTENT. The letter of intent by and between
the Parties dated 7/6/2000 is hereby terminated.
2. FORGIVENESS OF PROMISSORY NOTE. RoGroup hereby forgives the $500,000
promissory note dated September 1, 1998. RoGroup maintains its right to exercise
warrants to purchase 1,250,000 shares of Company common stock in connection with
said promissory note. Such warrants terminate September 1, 2003.
3. ASSIGNMENT OF GREY AND BLACK WATER PROJECTS. The Company hereby assigns
all right, title and interest in and to all outstanding marine activities
related to all grey water and black water projects that have been granted to the
company to RoGroup.
4. COLLECTION OF CELEBRITY INVOICES. The Company remains responsible to
follow the agreement to collect the 2 x 10% payments ($99,999.80 each) from
Celebrity and to pay RoGroup the entire sum of ($199,999.60) as soon as payment
is received from Celebrity. RoGroup has the option of collecting these payments
directly from the client with the Company's cooperation.
5. FORGIVENESS OF OPERATIONAL COSTS. Rochem Group forgives the Company all
responsibility for returning any of the approximately 250K USD paid by RoGroup
against installation and operational costs for the two Celebrity vessels per the
Company's letter to RoGroup dated September 8, 2000. The Company will provide to
RoGroup any charges for supplies or labor to Celebrity after August 31, 2000.
The Company will not have any claim to these charges but RoGroup will have the
option to pursue.
6. MEYERSON COMMISSIONS. The Company assumes all payments to Jim Meyerson
or Global for commissions. The Company acknowledges that RoGroup has absolutely
no responsibility to Mr. Meyerson or Global for any contracts entered into prior
to the date hereof. For future contracts, RoGroup will propose a separate
agreement to take projects officially given to Global by the company based on
agreement by RoGroup.
7. NAME CHANGE. The Company will change its name as soon as practicable,
but no later than December 31, 2000.
8. ASSIGNMENT OF WEBISTE . The Company will assign all right, title and
interest in and to its website regarding grey and black water treatment in the
marine market to RoGroup, including www.Rochem.com.
9. PAYMENT OF OUTSTANDING FLUID SEPARATION SYSTEMS, INC. INVOICES. The
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Company will pay Fluid Separation Systems (2 invoices) outstanding receivables
due from the Company.
10. NON-COMPETE. The Company agrees and covenants that for two (2) years
following the date of this Agreement, the Company shall not directly or
indirectly engage in any business competitive with RoGroup in the United States
with respect to the provision of grey and black water treatment for the marine
market without written consent of RoGroup.
11. INQUIRIES. The Company agrees to forward any inquiries for the
provision of grey and black water services in the marine market or for FM
modules to RoGroup.
12. EMPLOYMENT OF ERIK NEUMAN. The Company acknowledges that Erik Neuman
will be employed with RoGroup, and agrees not to initiate an action against
RoGroup for solicitation of Mr. Neuman.
13. RELEASE OF THE COMPANY . For the consideration set forth in paragraph
2 above, RoGroup, on behalf of itself and its assigns does hereby IRREVOCABLY
AND UNCONDITIONALLY RELEASE, ACQUIT AND FOREVER DISCHARGE the Company, its
subsidiaries, and affiliates as well as all of their respective present and
former directors, officers, affiliates, agents, representatives, employees,
successors, and assigns from any and all liabilities, damages, actions, causes
of action and claims of any nature, kind or description whatsoever, whether
accrued or to accrue, which RoGroup ever had, now has or hereafter may have
against any of them through the date of this Agreement arising out of any act,
omission, transaction, agreement or occurrence, including, but not limited to,
all acts, omissions, transactions, occurrences, and claims related to or arising
out of the subject matter hereof and RoGroup's relationship and dealings with
the Company, its subsidiaries and/or affiliates, which may be the basis of any
claims of any kind, whether sounding in contract or tort or arising out of
statute or common law as well as any, complaint, charge, or proceeding in any
federal, state or local court or administrative proceeding of any kind, or any
other statute or regulation or independent tort claim. RoGroup further covenants
not to sue the Company, or any of its parents, subsidiaries, affiliates, former
or present officers, agents, representatives, employees, successors, or assigns
in their individual capacities on any such claim, action, or cause of action.
14. RELEASE OF ROGROUP . For the consideration set forth in paragraph 2
above, the Company, on behalf of itself and its assigns does hereby IRREVOCABLY
AND UNCONDITIONALLY RELEASE, ACQUIT AND FOREVER DISCHARGE RoGroup, its
subsidiaries, and affiliates as well as all of their respective present and
former directors, officers, affiliates, agents, representatives, employees,
successors, and assigns from any and all liabilities, damages, actions, causes
of action and claims of any nature, kind or description whatsoever, whether
accrued or to accrue, which the Company ever had, now has or hereafter may have
against any of them through the date of this Agreement arising out of any act,
omission, transaction, agreement or occurrence, including, but not limited to,
all acts, omissions, transactions, occurrences, and claims related to or arising
out of the subject matter hereof and the Company's relationship and dealings
with RoGroup, its subsidiaries and/or affiliates, which may be the basis of any
claims of any kind, whether sounding in contract or tort or arising out of
statute or common law as well as any, complaint, charge, or proceeding in any
federal, state or local court or administrative proceeding of any kind, or any
other statute or regulation or independent tort claim. The Company further
covenants not to sue RoGroup, or any of its parents, subsidiaries, affiliates,
former or present officers, agents, representatives, employees, successors, or
assigns in their individual capacities on any such claim, action, or cause of
action.
15. DO NOT DISPARAGE. Both Parties agree that they will do nothing, by
word or deed, to criticize, disparage, harm, or discredit the interests,
character or reputation of the other Party, or to cause the other Party to
appear in an unfavorable light, or to damage in any way the other Parties
relations with the media, employees, vendors or customers.
16. ASSIGNABILITY. Except as expressly indicated herein, this Agreement is
intended to bind and inure to the benefit of, and be enforceable by the Company
and RoGroup and their respective heirs, legal representatives, successors, and
assigns.
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17. GOVERNING LAW. This Settlement Agreement and General Release is made
and entered into in the State of Texas and shall in all respects be interpreted,
enforced, and governed under the laws of the State of Texas.
18. CONSTRUCTION. The language of all parts of this Agreement shall in all
cases be construed as a whole according to its fair meaning, and not strictly
for or against either of the Parties. The Parties further agree that there will
be no presumption that any ambiguity in the Agreement shall be construed against
the drafter of the Agreement.
19. SAVINGS CLAUSE. Should any provision of this Agreement be declared to
be determined by any court to be illegal or invalid, the validity of the
remaining parts, terms, or provisions shall not be affected thereby and said
illegal or invalid part, term, or provision shall be deemed not to be a part of
this Agreement.
20. ENTIRETY OF AGREEMENT. This Agreement sets forth the entire Agreement
between the Parties respecting the subject matter hereof, and fully supersedes
any and all prior agreements or understandings between the Parties pertaining to
the subject matter hereof.
PLEASE READ CAREFULLY. THIS GENERAL RELEASE INCLUDES A RELEASE OF ALL
KNOWN AND UNKNOWN CLAIMS ARISING PRIOR TO ITS EXECUTION. YOU MAY CONSULT WITH
AN ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT.
ROCHEM ENVIRONMENTAL, INC.
By:_______________________________________________
Print Name and Title:_____________________________
Date:_____________________________________________
ROCHEM GROUP, SA
By:________________________________________________
Print Name and Title:______________________________
Date:_______________________________________________
