Sample Business Contracts

Mutual Exclusive Supplier Rescission Agreement and Release of All Claims - Henry Rolling, Make Your Move Inc., Viscus Coffee International Inc. and Richard Valoi

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                           MUTUAL RESCISSION AGREEMENT
                            AND RELEASE OF ALL CLAIMS

     This Mutual  Exclusive  Supplier  Rescission  Agreement  and Release of all
Claims  (hereinafter  "Agreement")  is  made  by and  among  Henry  Rolling,  an
individual,  Make Your Move, Inc., a Nevada corporation,  and its assignees, and
Viscus Coffee International,  Inc., Corporation, a Delaware corporation, Richard
Valois , a unmarried man,  (collectively  the "parties"),  with reference to the
following facts:

     A. Henry Rolling is an individual  and a married man who is the CEO of Make
Your Move, Inc., a Nevada corporation.

     B. Make Your Move,  Inc.  ("MYM") is a publicly  owned  Nevada  corporation
located in Reno,  Nevada.  MYM  originated  as DCP,  Limited,  a Nevada  limited
liability company,  in 1996, and DCP Limited  manufactured and distributed board
games. At the end of the calendar year 2000, MYM's CEO, Henry Rolling,  began to
explore the  possibility  of merging  with,  or entering into some other type of
business  relationship  with  another  business  entity that could bring a "high
tech" element to game play.

     C. Viscus Coffee International,  Inc. is a Delaware corporation ("Viscus"),
located in 5897 Oberlin Drive Suite 210, San Diego,  California 92121. Viscus is
engaged in the business of developing  coffee shops,  selling coffee and related
products under the "Viscus" name and mark.

     D.  Richard  Valois  is an  individual  and  an  unmarried  man  who is the
replacement CEO of for Viscus.

     E. In or about August,  2001, the principals of MYM and Viscus entered into
negotiations  regarding a exclusive  supplier agreement for future Viscus coffee
shops. A draft of an "Exclusive Supplier Agreement" was circulated and discussed
which set forth in detail the  contemplated  exclusive  supplier  agreement  and
arrangement  between  MYM and  Viscus,  in which  MYM  would  supply  all of the
computers,  monitors  and related  products and also provide the service for all
the high tech equipment  associated with the Viscus coffee shops. The "Exclusive
Supplier  Agreement  " was never  finalized  or  executed  by the parties due to
Viscus failing to secure an agreement with Wal*Mart Stores, Inc.

     F. Certain issues have arisen,  such that the parties desire not to proceed
with the  exclusive  supplier  agreement  and the parties  desire,  through this
Agreement,  to dissolve and rescind any agreements  made between them during the
negotiations  pertaining to the written "Exclusive Supplier  Agreement." Through
this  Agreement,  the parties desire to rescind any  relationship  that may have
arisen between them,  and to bring this entire matter to a final  conclusion and
settlement to avoid  incurring  any further  costs and expenses  incident to the
above-described  negotiations.  Therefore,  the  parties  each give their  full,
complete,  and Mutual Release of all Claims to the other,  expressly recognizing
that by the making of this  Agreement and by its  execution,  the parties do not
admit  liability  or  wrongdoing  of any kind on their  part,  or on the part of
anyone else.

     Based  upon  the  foregoing,  and  for  good  and  valuable  consideration,
including,  without  limitation,  the mutual  promises and  covenants  contained
herein,  the receipt and sufficiency of which is hereby  acknowledged by each of
the parties, the parties agree as follows.


     2. Incorporation of Recitals. The parties agree that the Recitals set forth
above  are  true  and  correct  and are  incorporated  into  this  Agreement  by

     3.  Rescission.  Upon mutual  execution  of this  Agreement by both parties
hereto,  MYM and Viscus agree to completely  dissolve,  rescind and abrogate the
"Exclusive  Supplier  Agreement,"  any and  all  oral or  verbal  agreements  or
understandings that may have been made between any of the parties hereto, or any
collateral  written agreements that may have been made prior to the contemplated
"Exclusive Supplier Agreement."

     4. Mutual Release.  Henry Rolling,  MYM, Viscus and Richard Valois, for and
on behalf of themselves,  and their respective officers,  directors,  employees,
managers,   affiliates,   insurers,  attorneys,   successors,   representatives,
contractors,  agents, and assigns hereby fully, irrevocably, and unconditionally
forever mutually release and discharge each of the other parties hereto, and all
of  their  respective  officers,  directors,  employees,  managers,  affiliates,
insurers,  agents,  attorneys,  representatives,  contractors,  successors,  and
assigns,  and each of them,  from and  against  any and all  actions,  causes of
action, claims, judgments,  liabilities,  obligations,  claims for compensation,
demands,  costs,  fees,  and  expenses  of whatever  kind or nature,  including,
without  limitation,  attorneys'  fees and  costs,  whether  known  or  unknown,
foreseen  or  unforseen,  related in any way,  directly  or  indirectly,  to the
"Exclusive  Supplier  Agreement."  Notwithstanding  any other  provision of this
Agreement,  the releases  contained herein shall not limit,  affect, or apply to
any of the parties' obligations under this Agreement.

     5.  Return of  Property.  Each of the parties to this  Agreement  agrees to
return any stock  certificates  or any other  tangible  or  intangible  personal
property that was exchanged during  negotiations  over the ""Exclusive  Supplier
Agreement,"  and to take  whatever  steps  are  necessary  to  return  the stock
certificates or other property to the transferor.

     6. Mutual  Contribution.  This  Agreement  has been drafted on the basis of
mutual  contribution of language and is not to be construed  against any parties
hereto as being the  drafter or causing  the same to be  drafted.  3 7.  Further
Assurances.  The parties agree to cooperate with one another with respect to the
completion  of the  transactions  contemplated  by this  Agreement  to take such
reasonable  actions and execute such other documents as the other party(ies) may
reasonably require to carry out the intent of this Agreement.

     8. Covenant of  Non-Disparagement.  The parties  hereby  covenant and agree
that each  shall  not  make,  at any time or  place,  any  disparaging  remarks,
verbally or in writing,  concerning  any of the  parties'  actions or  perceived
omissions, regarding any matter connected with the "Exclusive Supplier Agreement
" or  otherwise  take any  action  that would  disparage  or cast doubt upon the
business  acumen or  judgment of any other  party.  Each party  understands  and
acknowledges  that each other party's  business and  reputation  are of special,
unique,  and extraordinary  character,  which gives them a particular value, the
loss of which cannot  reasonably be  compensated in damages in an action at law.
Accordingly,  each party further  agrees that in addition to any other rights or
remedies that any other party may possess at law, any  aggrieved  party shall be
entitled to injunctive and other equitable  relief in order to prevent or remedy
a breach of the provisions of this Section 4. by any other party hereto.

     9. No Assignment.  The parties to this Agreement represent and warrant that
they or their  affiliated  persons or entities have not assigned or  transferred
any claims or any interest  therein or authorized  any other person or entity to
assert any claim or claims on its or their  behalf  with  respect to the subject
matter of this Agreement.


     10.  Comprehensive  Nature of  Agreement.  The  parties  to this  Agreement
understand and expressly agree that this Agreement is completely  comprehensive,
and extends to all claims of every nature and kind whatsoever arising out of any
matter related to the "Exclusive Supplier Agreement", known or unknown, foreseen
or unforeseen, suspected or unsuspected,  including, but not limited to, any and
all claims under Nevada or California or other states' statutes,  common law, or
case law, or federal law, and any other claim of any type whatsoever.

     11 Governing Law,  Venue,  and  Jurisdiction.  This Agreement and the legal
relations  between the parties  shall be governed by and construed in accordance
with  the  laws of the  State  of  Nevada  governing  contracts  made  and to be
performed  in that  state,  except  insofar  as the  internal  law of any  other
political entity or jurisdiction shall specifically and mandatorily apply to any
of the  transactions  contemplated  thereby.  The parties  hereby agree that all
litigation  resulting under this Agreement shall be under the sole and exclusive
jurisdiction  of the  Second  Judicial  District  Court in and for the County of
Washoe, State of Nevada, and the parties hereby submit to exclusive jurisdiction
and venue thereunder.

     12. Counterparts and Facsimile Execution. This Agreement may be executed in
two (2) or more counterparts and via facsimile transmission, each of which shall
be deemed an original,  but all of which  together  shall  constitute one in the
same  instrument.  If the Agreement is executed via facsimile  transmission  the
party so executing the Agreement shall forward an original  executed document to
the other parties as soon as possible.

     13 Binding  Effect.  This  Agreement  and all  provisions  herein  shall be
binding on and inure to the  benefit  and  detriment  of the  parties  and their
respective legal representatives, successors and assigns.

     14. Entire Agreement;  Modification.  This written Agreement represents and
contains the entire understanding  between the parties hereto in connection with
the subject matter of this  Agreement.  This  Agreement  shall not be altered or
varied except in writing duly executed by the parties hereto affected. There are
no  other  agreements,   restrictions,   promises,  warranties,   covenants,  or
undertakings,  other than those expressly set forth or referred to herein.  This
Agreement supersedes all prior agreements and understandings between the parties
with respect to the subject matter.

     15. Representation.  The parties to this Agreement represent that they have
carefully read this  Agreement and  particularly  its provisions  that this is a
mutual full and complete release of all claims, that it has been fully explained
to each party by competent  counsel of each party's own  independent  selection,
that each party fully understands its final and binding effect,  that each party
needs no further time to consider this Agreement, that the only promises made to
induce each party to sign this Agreement are those stated hereinabove,  and that
each party is signing this Agreement  voluntarily  and with the full intent that
this is a full and final  settlement  and  mutual  release  of all  claims  with
covenant of non-disparagement.

     16 Attorneys'  Fees.  The  prevailing  party in any  proceeding  brought to
interpret or enforce the  provisions of this  Agreement,  or for damages for any
alleged breach, shall be entitled to an award of reasonable  attorneys' fees and
costs incurred at both the trial and appellate levels incurred in enforcing its,
her or his rights hereunder.

     17.  Representation of Authority.  Each individual executing this Agreement
on behalf of himself,  herself,  or limited liability company,  corporation,  or
other legal  entity  represents  and warrants  that he or she has all  requisite
right,  power,  and authority to do so and to bind such person or entity to each
and all of the terms hereof.


     18.  Headings.  The  headings  and captions of the sections and articles of
this Agreement are inserted for convenience only and shall not constitute a part

Dated: November 17, 2001.                            By/s/Henry L. Rolling
                                                          Henry Rolling

Dated:November 17, 2001.                             Make Your Move, Inc.
                                                     A Nevada corporation

                                                     By/s/Henry L. Rolling
                                                     Name Henry Rolling
                                                     Title President

Dated: November 17, 2001.                     Viscus Coffee International, Inc.,
                                              A Delaware corporation

                                                      By/s/Richard Valois
                                                      Name Richard Valois
                                                      Title President

Dated: November 17, 2001.                           By /s/Richard Valois
                                                          Richard Valois