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Confidentiality Settlement Agreement With Retailer
Confidentiality Settlement Agreement With Retailer
CONFIDENTIAL SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE
This Confidential Settlement Agreement and Mutual General Release (“Agreement”), dated this 31st
day of May, 2007, is made and entered into by and between PLAINTIFF/COUNTER-DEFENDANT
ALLENDALE PHARMACEUTICALS, INC. (“Allendale”), THIRD-PARTY DEFENDANT TODAY’S
WOMENCARE COMPANY, and DEFENDANT/COUNTER-CLAIMANT RADIANT TECHNOLOGIES,
INC. (“Radiant”).
I. DEFINITIONS
The following terms as used in this Agreement shall be defined as set forth below:
1. All references to “Allendale” shall refer to Plaintiff/Counter-Defendant Allendale Pharmaceuticals, Inc.,
its predecessors, successors, parents, subsidiaries, affiliated entities, assigns, divisions, directors,
officers, shareholders, agents, employees, attorneys and representatives including, but not limited to,
Today’s WomenCare Company and Synova Healthcare Group, Inc. (“Synova”).
2. All references to “Radiant” shall refer to Defendant/Counter-Claimant Radiant Technologies, Inc., its
predecessors, successors, parents, subsidiaries, affiliated entities, assigns, divisions, directors, officers,
shareholders, agents, employees, attorneys and representatives including, but not limited to, Pathfinder
Management, Inc.
3. All references to “Party” or “Parties” shall refer to “Allendale” and “Radiant” as defined above.
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4. All references to the “Lawsuit” shall refer to the matter captioned Allendale Pharmaceuticals, Inc. v.
Radiant Technologies, Inc., et al., bearing Docket No. 06 CV 3465, filed in the United States District
Court for the Southern District of New York.
II. RECITALS
WHEREAS Allendale and Radiant entered into an agreement dated March 9, 2004 entitled, “Exclusive
Distribution and Services Agreement” (the “Distribution Agreement”); and
WHEREAS Allendale and Radiant entered into an agreement dated March 9, 2004 entitled, “Loan and
Credit Agreement” (the “Loan and Credit Agreement”); and
WHEREAS Allendale and Radiant entered into an agreement dated March 9, 2004 entitled, “Common
Stock Purchase Agreement” (“Stock Purchase Agreement”); and
WHEREAS Allendale filed the Lawsuit against Radiant on May 5, 2006 asserting a breach of contract
claim (Count I), a breach of the Covenant of Good Faith and Fair Dealing claim (Count II), and a claim
for Declaratory Judgment (Count III); and
WHEREAS Radiant filed an Answer, Counterclaim, and Third-Party Complaint to the Lawsuit on July 24,
2006 asserting in its Counterclaim a breach of contract claim (Count I), a claim for Declaratory
Judgment (Count II), and a claim for breach of the Loan and Credit Agreement (Count III); and
WHEREAS Allendale filed an Answer to Radiant’s Counterclaim and Third-Party Complaint on
August 14, 2006; and
WHEREAS on January 12, 2007, Synova acquired Allendale by merger; and
WHEREAS the Parties have agreed to amicably resolve all their differences arising from and related to
the Lawsuit.
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NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the Parties, and in consideration of the foregoing recitals and of the mutual covenants
and agreements contained herein, and intending to be legally bound, the Parties do hereby covenant
and agree as follows:
III. AGREEMENT TERMS
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