270 Legal [Sample Agreements]

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this “Agreement”) is executed effective as of October 12, 2005, by and among Teltronics, Inc., a Delaware corporation (the “Company”), Tri-Link Technologies Inc., a corporation organized under the laws of Canada (“Tri-Link”), and Hargan-Global Ventures Inc., a corporation organized under the laws of Canada (“Hargan”). Tri-Link, Hargan and the Company are sometimes collectively referred to herein as the “Parties.”

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2. MUTUAL RELEASES.

2.1. Releases by the Company. The Company, on behalf of itself and its officers, directors and employees solely in their capacity as officers, directors and employees of the Company and on behalf of their respective successors and assigns (collectively, the “Company Releasing Parties”) does hereby irrevocably remise, release and forever discharge and shall hold harmless and indemnify (if any other person or entity files a claim by, on behalf of, or through any Company Releasing Party), Tri-Link and Hargan and their respective officers, directors, shareholders, agents, legal counsel, accountants, service providers, employees, successors and assigns (collectively, the “Tri-Link and Hargan Released Parties”) from any and all costs (including costs of suit, attorney’s fees and expenses), expenses, monies due or owing, suits, debts, obligations, claims, damages, demands, liabilities, actions and causes of action of every kind and character, known by the Company Releasing Parties as of the effective date hereof, whether contingent or absolute, which any Company Releasing Party has had or now has against any of the Tri-Link and Hargan Released Parties, accruing by reason of any cause, matter or thing whatsoever from the beginning of time to the effective date hereof, including specifically but not exclusively any matter, cause or thing arising out of or related to the Pending Arbitration Proceeding, the Pending Federal Action, the Purchase Agreement, the Development Agreement and the Original Note.

2.2. Releases by Tri-Link and Hargan. Tri-Link and Hargan, on behalf of themselves and their respective officers, directors and employees solely in their capacity as officers, directors and employees of Tri-Link and Hargan and on behalf of their respective successors and assigns (collectively, the “Tri-Link and Hargan Releasing Parties”) do each hereby irrevocably remise, release, acquit and forever discharge and shall hold harmless and indemnify (if any other person or entity makes a claim by, on behalf of, or through any Tri-Link and Hargan Releasing Party), the Company and its officers, directors, shareholders, agents, legal counsel, accountants, service providers, employees, successors and assigns (collectively, the “Company Released Parties”) from any and all costs (including costs of suit, attorney’s fees and expenses), expenses, monies due or owing, suits, debts, obligations, claims, damages, demands, liabilities, actions and causes of action of every kind and character, known by the Tri-Link and Hargan Releasing Parties as of the effective date hereof, whether contingent or absolute, which any Tri-Link and Hargan Releasing Party has had or now has against any of the Company Released Parties accruing by reason of any cause, matter or thing whatsoever from the beginning of time to the effective date hereof including specifically but not exclusively any matter, cause or thing arising out of or related to: (i) the Pending Arbitration Proceeding, the Pending Federal Action, the Purchase Agreement, the Development Agreement and the Original Note; (ii) any alleged violation of any federal, state or provincial securities laws; and (iii) alleged breach of any claimed fiduciary duty under any federal, state or provincial securities law or any other law, rule or regulation.
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