TEXAS CASH HOME BUYERS LLC AND ELITE GENERAL CONTRACT LLC
STEVEN HOEKE AND CHRISTOPHER HADLEY
THIS AGREEMENT is made on the …………..day of……….20……., by Steven Hoeke And Christopher Hadley (collectively referred to as “Parties” or individually as “Party”) and includes that Party’s successors and assigns.
In consideration of covenants and agreements contained in this agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:
- EFFECTIVE DATE
This agreement shall be binding upon the Parties immediately upon it being fully signed by both Parties.
- PROPERTY DISTRIBUTION
- Steven Hoeke shall retain all Texas Cash Home Buyers LLC’s online intellectual property, created prior to Christopher Hadley’s membership to Texas Cash Home Buyers LLC. After retaining all the said intellectual property, Steven Hoeke shall give 33.333% of Elite General Contracting LLC and all online intellectual property of Elite General Contracting LLC to Christopher Hadley and Michael Gutreau.
- All amendments and affidavits to remove Steven Hoeke from Elite General Contract LLC will be paid by Elite General Contracting LLC upon execution of this agreement.
- COVENANT NOT TO SUE
To the fullest extent permitted by law, at no time subsequent to the execution of this agreement will the Parties pursue, or cause or knowingly permit the prosecution, in any state, federal or foreign court, or before any local, state, federal, or foreign administrative agency, or any other tribunal, any charge, claim or action of any kind, nature and character whatsoever, known or unknown, which he may now have, has ever had, or may in the future have against the Companies or any officer, director, employee or agent of the Companies, which is based in whole or in part on any matter covered by this agreement.
Nothing in this Agreement shall prohibit or impair the Parties or the Companies from complying with all applicable laws, nor shall this agreement be construed to obligate either Party to commit (or aid or abet in the commission of) any unlawful act.
Nothing in this paragraph shall preclude the Parties from enforcing this agreement or exercising any rights that the Parties may have that have not been waived under the terms of this agreement.
Steven Hoeke agrees that he will refrain from making any adverse, derogatory, or disparaging statements about the Companies, their board of directors, officers, management, practices or procedures, or business operations to any person or entity. Nothing in this paragraph shall prohibit Steven Hoeke from providing truthful information in response to a subpoena or other legal process.
The Companies agree that they will refrain from making any adverse, derogatory, or disparaging statements about Steven Hoeke to any person or entity. Nothing in this paragraph shall prohibit the Companies from providing truthful information in response to a subpoena or other legal process.
- LEGAL AND EQUITABLE REMEDIES
The parties agree that Steven Hoeke and the Companies or their representatives have the right to enforce this agreement and any of its provisions by injunction, specific performance, or other equitable relief without prejudice to any other rights or remedies any Party might have at law or in equity for breach of this agreement.
- PROHIBITION ON TRANSFER
A Party shall not transfer or assign this agreement without the other Party’s consent which shall not be unreasonably withheld or delayed.
- NECESSARY DOCUMENTS AND ACTIONS
Steven Hoeke shall execute and deliver any documents and take such other actions as reasonably may be necessary or convenient to accomplish the intentions of this instrument forthwith upon demand. If he fails to comply with this paragraph, this agreement shall constitute an actual grant, assignment, and conveyance of property or rights in such manner and with such force and effect as shall be necessary to effectuate the terms and intentions of this agreement.
Except as specifically provided herein, each Party releases the other from all claims or demands of whatsoever nature which either Party has or may claim to have against the other arising out of or in any way connected with the Company and its subsequent dissolution.
- Either Party may terminate this agreement at any time due to breach of the contract upon giving the other Party no less than _______days’ notices in writing. The other Party reserves the right to charge costs that have already been incurred if this provision is breached.
- The termination of this agreement shall not discharge the liabilities accumulated by either Party.
- Any Clauses intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.
- FORCE MAJEURE
For this agreement, “Force Majeure” means an event which a diligent Party could not have reasonably avoided in the circumstances, which is beyond the control of a Party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.
A Party’s failure to fulfill its obligations due to Force Majeure shall not be considered as a breach of this agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.
A Party shall not disclose, directly or indirectly to any other person, any information concerning this agreement, whether such information is stated to be confidential or not, without the other Party’s written permission.
- ATTORNEY FEES AND COSTS
Each Party shall pay that Party’s attorney fees and costs except as provided under the litigation and fees costs article below.
- LITIGATION FEES AND COSTS
If any suit, action, or other proceeding or appeal from a decision therein is instituted to establish, obtain, or enforce any right resulting from this agreement; the prevailing Party shall be entitled to recover from the other Party, in addition to costs and disbursements, such additional sums as the court may adjudge reasonable as attorney fees, both in the trial and appellate courts, whether or not such right to attorney fees is established by statute.
The Parties acknowledge that they have freely entered into this agreement, having reviewed the agreement and received legal advice. The parties understand that they are under no obligation to sign this agreement at this or any other time and that they can take any extra time desired for additional consultation with independent legal counsel regarding the legality and effect of this agreement. Each of the parties acknowledges that he or she has read this agreement and understands its contents and provisions; that it is a fair and reasonable agreement to each of them.
- GOVERNING LAW
This agreement is governed by the laws of the State of Texas.
- GENERAL PROVISIONS
- If a court finds any provision of this agreement invalid or unenforceable, the remainder of this agreement shall be interpreted so as to best effect the intent of the parties.
- This agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. The Parties will exercise utmost good faith in this agreement and comply with all applicable laws.
- If any ambiguity is found in the agreement or various documents forming this agreement, the Parties shall issue any necessary clarification or instruction.
- Except where otherwise provided, failure by either Party to enforce any of these terms or conditions shall not be a waiver of their right to enforce them.
- This agreement may not be amended, assigned, or transferred except in writing signed by both parties.
- The article and section headings in this agreement are for convenience; they form in no part of this agreement and shall not affect its interpretation.
- Any reference to the singular includes the plural and vice versa, and the male gender includes the female gender and vice versa.
- Each Party signing this agreement either directly or through a representative is duly authorized to do so.
- The parties may execute this agreement in counterparts, which taken together will constitute one instrument. Execution of a PDF copy will have the same force and effect as execution of an original, and an electronic signature will be deemed an original and valid signature.
- Parties shall be served through their above-named addresses; either Party may change their addressees by reasonable written notice given to the other Party;
By signing below, the Parties agree to be bound by the terms of this agreement as of the Effective Date above.
STEVEN HOEKE: CHRISTOPHER HADLEY:
Signature: ___________________________ Signature: ____________________________________
Print Name: __________________________ Print Name: ___________________________________
Title: _______________________________ Title: _________________________________________
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