AGREEMENT, RELEASE, WAIVER
AND NON-DISCLOSURE AGREEMENT
AGREEMENT, made and entered into as of the __ day of October, 2010 (the “Effective Date”) between Cheyenne Allott, residing at 105 East 2nd Avenue, Apt. 2F, Brooklyn, New York 11218, individually and on behalf of her heirs, executors, administrators, attorneys, agents, successors, and assigns (hereinafter collectively, “Allott”), and Comic Book Legal Defense Fund, on its own behalf and on behalf of its present and former parent entities, predecessors, affiliated entities, partners, directors, officers, shareholders, agents, employees, attorneys, successors, and assigns (hereinafter collectively, “CBLDF”).
WHEREAS, Allott was previously employed by CBLDF;
WHEREAS, Allott and CBLDF enter into this Agreement to fully settle and resolve all claims, complaints, and disputes of any kind between Allott and CBLDF; and
NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, Allott and CBLDF agree as follows:
- Nothing in this Agreement, Release, Waiver and Non-Disclosure Agreement (“Agreement”) shall be deemed an admission by CBLDF that it violated any law or any statutory, regulatory, or common law right of Allott. CBLDF expressly denies any wrongdoing whatsoever with respect to Allott.
- Except with respect to any rights or obligations arising out of this Agreement, Allott waives and hereby releases and discharges CBLDF from all liability of any kind or nature arising out of or related to her employment with CBLDF, or any other matter up until the Effective Date, including without limitation, all liability for any acts that violated or may have violated her rights under any contract, tort, or other common law theory of recovery, any federal, state, or local fair employment practices or civil rights law or regulation, any employee relations statute, executive order, law, regulation, or ordinance, any unemployment or workers compensation law, or any other duty or obligation of any kind, including but not limited to rights created by Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1991, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Equal Pay Act, the Fair Labor Standards Act, and all other federal, state and local laws.
- CBLDF waives and hereby releases and discharges Allott from all liability of any kind or nature arising out of or related to her employment at CBLDF, including the repayment of the $5,000 relocation stipend, as described in the Promissory Note dated September 8, 2010.
- Allott represents and warrants that no claim, charge or complaint against CBLDF relating to her employment exists before any federal, state or local court or agency.
- Allott warrants that she has returned to CBLDF all CBLDF property, including but not limited to all monetary amounts, reports, files, memoranda, electronic mail messages, records and software. Allott shall not, at any time, use for her own benefit or for the benefit of any third party, any trade secrets or other confidential information of CBLDF. Confidential information does not include information that (i) becomes generally available to the public, other than as a result of Allott’s disclosure or the disclosure of any other person who receives such information from Allott, or (ii) becomes available to Allott on a non-confidential basis from a source entitled to disclose it to her.
- Allott shall not seek future employment with CBDLF and CBLDF shall not have any obligation at any time in the future to consider Allott for employment.
- (a) Except to the extent required or compelled by law, legal process, or subpoena, neither Allott nor her attorneys or representatives shall publish, publicize, disclose, or disseminate, or cause to be published, publicized, disclosed, or disseminated in any manner, directly or indirectly, to any person (i) any claims arising out of or relating to her employment with CBLDF and (ii) the existence, contents, and execution of this Agreement.
- Neither Allott nor her attorneys shall release, issue or cause to be issued or participate in the issuance of any communication, written or otherwise, that criticizes, disparages, or reflects adversely or encourages any adverse action against CBLDF. Neither Allott nor Allott’s attorneys shall engage in any news interviews or expressions of personal views, opinions or judgments to any person or entity with respect to any facts, circumstances or claims associated with her employment.
- Notwithstanding the foregoing, Allott may (i) make disclosures that otherwise are prohibited by this Agreement to her attorneys; and (ii) testify truthfully under oath or pursuant to any lawful court order or subpoena or provide disclosures required by law in connection with an investigation by a governmental agency.
- In the event Allott receives a subpoena or other mandate pursuant to law for information that requires disclosures prohibited by this Agreement, she shall immediately transmit a copy of such subpoena or mandate to CBLDF.
- In the event of Allott’s breach of any of the provisions of Paragraph 7 of this Agreement, CBLDF will not have an adequate remedy at law and accordingly, in addition to its right to pursue an action for money damages, CBLDF shall be entitled to immediate injunctive relief in any court of competent jurisdiction. In the event of a breach by Allott of Paragraph 7 of this Agreement, all of Allott’s obligations under this Agreement, including but not limited to the releases and waivers set forth above, shall remain in full force and effect.
- By executing this Agreement, Allott acknowledges that:
- She is not entitled to any further wages or benefits from CBLDF in consideration of any services she rendered during her employment; and
- She has not been coerced in any manner to sign this Agreement; she has read this Agreement in its entirety; she has consulted with Tobe Johnson, Esq. before she signed this Agreement; and she fully understands that by signing below she is giving up any right to sue or bring any other claims against CBLDF in connection with any matters that arose on or prior to the Effective Date.
- This Agreement contains the entire agreement between Allott and CBLDF and, as such, supersedes any and all prior agreements or understandings between Allott and CBLDF.
- In the event Allott hereafter discovers claims or facts in addition to or different from those which she now knows or believes to exist with respect to the subject matter of this Agreement, Allott expressly waives any right to assert after the execution of this Agreement that any such claim, demand, suit, action, cause of action or debt has, through ignorance or oversight, been omitted from the scope of this Agreement.
- This Agreement shall be subject to, governed by and interpreted in accordance with the laws of the State of New York without regard to conflicts of law principles, and any court proceeding arising out of or relating to this Agreement shall be brought in a court of competent jurisdiction in New York County, New York.
- This Agreement may not be amended, modified, or discharged except by a writing duly executed by both parties. The invalidity or unenforceability of any provision contained herein shall in no way affect the validity or enforceability of any other provision of this Agreement. The waiver by either party of the breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by such other party. This Agreement may be executed in several counterparts, each of which shall be deemed an original.
WHEREFORE, intending to be legally bound, the parties have agreed to the aforesaid terms and indicate their agreement by signing below.
CHEYENNE ALLOTT COMIC BOOK LEGAL DEFENSE FUND
Date: _____________________ Date: ______________________
STATE OF NEW YORK
On ______________ ___, 2010 before me personally came Cheyenne Allott, known to me as the individual described herein, and who executed the foregoing Agreement and duly acknowledged to me that it was executed without any duress.