SETTLEMENT AGREEMENT AND GENERAL RELEASE
This Settlement Agreement and General Release (“Agreement”) is entered into by and between Destination360 Inc., a Nevada corporation whose address is 3450 East Russell Road, Las Vegas, NV 89120 (“D360”) and Dawn Travels, a UK corporation whose address is Dawn Travels Ltd, MWB 43 Temple Row, Suite Number: 309, Birmingham B2 5LS, England. Destination360 and Dawn Travels shall be referred to herein collectively as the “Parties.”
WHEREAS, Dawn Travels utilized artwork owned by Destination360 (artwork shown here - http://www.destination360.com/north-america/us/nevada/las-vegas/paris - the "Image") without permission:
WHEREAS, the Parties now wish to settle all issues and claims between them.
NOW THEREFORE, in consideration of the mutual covenants, promises and conditions set forth herein, the adequacy of which are hereby acknowledged by each of the Parties, the Parties agree as follows: 1. CONSIDERATION AND DISMISSAL AND RELEASE OF CLAIMS 1.1 Within a reasonable time following final execution hereof, Dawn Travels will pay to Destination360 an amount totaling £900.00. Said payment shall represent the entirety of Dawn Travels’ obligation to Destination360 relating to any use, license, and alleged infringement of any kind regarding the Image. Dawn Travels must remove the Image from its server. 1.2 Upon execution of this Agreement by the Parties and Dawn Travels removal of the Image, Destination360 will on his own behalf and on behalf of his past and present companies, subsidiaries, affiliates, partners, shareholders, principals, officers, directors, members, predecessors, successors, heirs, executors, conservators, trustees, employees, former employees, agents, representatives, attorneys, administrators, transferees, and assigns, hereby forever and irrevocably releases, discharges, and covenants not to sue Dawn Travels and its respective past and present companies, subsidiaries, affiliates, partners, shareholders, principals, officers, directors, members, predecessors, successors, heirs, executors, conservators, trustees, employees, former employees, agents, representatives, attorneys, administrators and transferees, with regard to any and all rights, claims, demands, costs, expenses, attorneys fees, causes of action, debts, obligations, and liabilities, of any kind or nature, in law, equity, or otherwise, whether known or unknown, suspected and unsuspected, disclosed or undisclosed, that it had, now has, or may have in the future, arising out of any and all conduct or matters occurring prior to the date hereof, whether known or unknown.
§1542 WAIVER. With respect to the matters released herein, Destination360 expressly waives any and all rights under §1542 of the Civil Code of the State of California, which provides as follows:
A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release which, if known by him or her must have materially affected his or her settlement with the debtor. 2. ATTORNEYS’ FEES AND COSTS. Each Party shall bear its own costs and Attorneys’ fees incurred in connection with the drafting and execution of this Agreement.
3. INTEGRATION. This Agreement shall be deemed fully integrated. As such, it represents the sole and entire agreement between the Parties regarding debt collections and supersedes all prior agreements, negotiations, discussions, and understandings, whether oral or in writing, between the Parties and/or their representatives.
4. WAIVER AND AMENDMENT. The provisions of this Agreement may be waived, altered, amended, or repealed, in whole or in part, only upon the express written consent of the Parties.
5. NO IMPLIED WAIVER OF BREACH. No breach of any provision of this Agreement shall be deemed waived unless the waiver is in writing signed by a duly authorized representative of the waiving party. Waiver of
any one breach shall not be deemed a waiver of any other breach of the same or any other provision of this Agreement.
6. REPRESENTATION BY COUNSEL. The Parties acknowledge that they have been represented by independent legal counsel of their own selection, that all Parties have reviewed this Agreement, and that they are fully aware of its contents and have been advised of its legal effect. Counsel for each of the Parties to this Agreement has fully explained to their clients the legal effect of this Agreement and of the releases and the dismissal with prejudice provided for herein and that the settlement and compromise stated herein is final and conclusive forthwith, and each party has freely consented to and authorized this Agreement.
7. GOVERNING LAW / VENUE. This agreement shall be governed by the Berne Convention for the Protection of Literary and Artistic Works, and jurisdiction shall be the courts of the World Intellectual Property Organization.
8. SEVERABILITY. The provisions of this Agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
9. HEIRS AND SUCCESSORS. The terms of this Agreement are, and shall be, binding upon, and enforceable by, the Parties, and any and all heirs, successors, assigns, creditors, successors-by-merger, parent corporations, subsidiaries, directors, officers, general partners, limited partners, agents, attorneys, heirs, and upon all other persons and entities claiming an interest in the subject matter hereof through any of the Parties.
10. INCUMBENCY. Each signatory to this Agreement represents and warrants that he/she is fully authorized to enter into the terms and conditions of, and to execute and be bound by, this Agreement.
11. CONFIDENTIALITY. The Parties shall not disclose the terms of this Settlement Agreement to anyone except as required by law, and may only comment to third parties that the matter has been settled satisfactorily for both sides.
In witness whereof, the Parties hereto have executed this confidential settlement agreement and general release on the dates indicated below.