SETTLEMENT AND RELEASE AGREEMENT
The parties to this Settlement and Release Agreement (the “Agreement”) are (i)
DRIVE HOSPITALITY LLC, a registered company (“DH”) address 445 S. Figueroa Street,
31st Floor, Los Angeles, CA 90071; and (ii) MR. LUIS SALDANA, an individual (“LUIS”).
This Agreement is entered into as of April 1, 2021 (the “Effective Date”), with reference to
the following facts:
R E C I T A L S
A. LUIS SALDANA joined the Company on or about December 10, 2021. LUIS and
DH entered into that certain Drive Hospitality Partnership Agreement MOU (the “LLC
Agreement”).
B. Pursuant to the LLC Agreement, LUIS made Partnership Capital Contribution to
the Company as set forth in the LLC Agreement with the amount of Ten thousand ($10,000.00).
C. On or about January 13, 2021, LUIS submitted his desire to resign from the
company and resolve his 25% partnership shares. The Parties desire to resolve any disputes they
may have, including, without limitation, the disputes described in the Recitals and to provide
mutual releases in accordance with the terms herein. Notwithstanding the parties’ dismissals,
nothing contained herein shall be or be deemed to be an admission of liability by any party.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements of the parties contained herein, it is mutually agreed as follows:
- Settlement Terms
1.1 Withdrawal by LUIS. As of the Effective Date, LUIS hereby: (i) resigns
from any position held by LUIS in connection with DRIVE
HOSPITALITY LLC; (ii) withdraws as a member of the DRIVE
HOSPITALITY LLC Company; and (iii) transfers to DRIVE
HOSPITALITY LLC all of LUIS’s rights, title and interest in and to the
Company in his capacity as a member of the Company (or otherwise).
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1.2 LUIS Reimbursement.
DRIVE HOSPITALITY LLC and LUIS SALDANA hereby agree and acknowledge that all the
Expenses covered by LUIS Has been reimbursed by DH to LUIS.
DRIVE HOSPITALITY LLC and LUIS SALDANA hereby agree and acknowledge that the
balance of Three thousand ($3,000.00) Investment covered by LUIS Has been reimbursed by DH
to LUIS upon agreeing and signing this Settlement and Release Agreement.
1.4 Company Corporate Documents. DH and LUIS shall execute any additional
corporate documents reasonably necessary to effectuate the provisions of Section 1.1 and 1.2
above, including a non-disclosure agreement and/or a non-compete agreement where necessary.
General Release. In consideration of the general releases and covenants contained herein and
delivery of the documents referred to above, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by each party hereto, the releasing
parties hereby promise, agree and generally release the released parties as follows:
2.1 Release by DRIVE HOSPITALITY LLC. Except for any obligations of the parties
under this Agreement and effective upon the execution of this Agreement, DRIVE
HOSPITALITY LLC and any other person or entity controlled by or under common
control with the Company, together with their respective partners, agents, attorneys,
executives, managers, members, employees, insurers, predecessors, assigns and
successors in interest (the “DH Related Parties”), do hereby, for themselves and their
heirs, successors and assigns, release, acquit and forever discharge LUIS against any and
all claims, demands, judgments, liabilities, obligations and causes of action existing as of
the Effective Date hereof whether or not arising out of, connected with or incidental to
the Company and/or the disputes.
2.2 Release by LUIS SALDANA. Except for any obligations of the parties under this
Agreement and effective upon the execution of this Agreement, LUIS SALDANA and any other
person or entity controlled by or under common control with LUIS, together with their respective
partners, agents, attorneys, executives, managers, members, employees, insurers, predecessors,
assigns and successors in interest (the “LUIS Related Parties”), do hereby, for themselves and
their heirs, successors and assigns, release, acquit and forever discharge DRIVE
HOSPITALITY LLC, any entity
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owned in part or in full by DRIVE HOSPITALITY LLC, and any other person or entity controlled
by or under common control with DRIVE HOSPITALITY LLC, together with their respective
partners, agents, attorneys, executives, managers, members, employees, insurers, assigns and
successors in interest (the “DH Released Parties”) from and against any and all claims, demands,
judgments, liabilities, obligations and causes of action existing as of the Effective Date hereof
whether or not arising out of, connected with or incidental to the Company and/or the disputes.
For avoidance of doubt, by signing this Agreement and accepting the settlement terms, parties are
waiving any right to pursue any claim against any of the released parties for payments or benefits
other than those expressly reserved in this Deed including any other payments, or for liquidated
damages, compensatory damages, punitive damages, or any other losses or other damages
resulting from any claimed violation of relevant law. The parties acknowledge that this Deed
applies both to known and unknown claims that may exist between themselves and the Released
Parties.
2.3 Waiver of Section 1542. Except as specifically provided herein, each releasing
party as set forth in this Section 2 specifically waives the benefit of the provisions of Section
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 its favor at the time of
executing the release, which if known by him must have materially
affected his settlement with the debtor.”
Thus, notwithstanding the provisions of Section 1542 of the California Civil Code, and for the
purpose of implementing the full and complete release and discharge of the parties, each of the
parties expressly acknowledges that this Agreement is intended to include, and does include in
its effect, without limitation, all claims referred to in this paragraph 2 which any of the parties
does not know or suspect to exist in its favor against the applicable released parties at the time of
execution hereof, and that this Agreement contemplates the extinguishment of any and all such
claim or claims.
3.Representation and Warranty. Each of the undersigned hereby represents, warrants and agrees
that in executing this Agreement, the undersigned does so on the advice of the undersigned’s
attorneys (or the undersigned has elected not to seek the advice of any attorney) and with full
knowledge of any and all rights which the undersigned may have with respect to the party or
parties being released and that the undersigned does not rely and has not relied upon any
representation or agreement made by any party being released, and hereby assumes the risk of
mistake of fact in connection with any facts which are now unknown to the undersigned.
- Entire Agreement. Each of the undersigned declares that this Agreement contains the
entire agreement between the parties hereto with respect to the subject matter thereof. The
provisions of this Agreement are agreed to be severable, and if any provision hereof, or
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the application thereof, is held to be
invalid or unenforceable for any reason, the invalidity or unenforceability thereof
shall not be construed to affect any other provision or application.
- No Construction Against Any Party. Each party warrants and agrees that it has equally
participated in the formulation of the drafting of this Agreement and each of its terms.
In the event that any party has not in fact so participated, such party agrees that,
nonetheless, such party shall be deemed to have equally participated in the formulation
and drafting of this Agreement. The parties intend by this provision to nullify the
general rule of contract construction that any ambiguities or disputes or the meaning of
any terms hereof shall be construed against the party drafting such terms or provisions.
Accordingly, if it subsequently becomes necessary for any court or third party to
construe the meaning of this Agreement or any term hereof, such construction shall be
made as if each party or its counsel has equally participated in the drafting of this
Agreement, and shall not be made in favor of, or against, any one or more of the parties
on the basis that any one party or its counsel has drafted this Agreement or any term
hereof. - No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended
to confer any rights or remedies under or by reason of this Agreement on any person or
entity, other than the parties to it and their respective permitted successors and assigns, nor
is anything in this Agreement intended to relieve or discharge any obligation of any third
person, or entity, to any party to this Agreement or give any third person, or entity, any
right of subrogation or action over against any party to this Agreement. Notwithstanding
this Section 6, One Focus Hospitality shall be beneficiary of this Agreement. - Miscellaneous. This Agreement shall inure to the benefit of, and shall be
binding upon, the parties hereto and their respective successors and assigns. The parties
hereto represent and warrant that they alone are the holders of any claims for which they
are releasing the other party or parties and that such claims belong solely to them and have
not been assigned or otherwise transferred to any other person or entity, and agree to
indemnify and defend the others from any and all such claims which may arise or be
asserted by any third party. In the event legal action is necessary to enforce the provisions
of this Agreement, the prevailing party in such action shall be entitled to recover its costs
and expenses, including its attorneys’ fees, expert witness fees and any other expenses
related to such action incurred in connection therewith. Each of the parties hereto
represents and warrants that they have been apprised of all information relevant to their
potential claims and to this Agreement. The parties hereto each acknowledge and represent
that in executing this Agreement, they have not relied on any inducements, promises or
representations made by any other party hereto. This Agreement may not be modified or
amended except by a document in writing signed by the party against whom such
modification or amendment is sought to be enforced. Each of the parties hereto represents
and warrants that their execution of this Agreement is free and voluntary. This Agreement
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may be executed in counterparts, each of which together shall constitute a single
agreement of the parties. By their execution below, each person executing this Agreement
represents and warrants that all necessary corporate or business entity action has been
taken to make this Agreement a valid and binding agreement on the part of the party on
whose behalf they have executed this Agreement. The parties further agree and
acknowledge that facsimile signatures shall be deemed original signatures for all purposes.
- Duty not to Disparage: LUIS SALDANA confirms that he shall not directly
or indirectly disparage or in any way bring into disrepute the work, organization or
members (current and former) of DRIVE HOSPITALITY LLC and/or the Released
Parties. LUIS hereby irrevocably agrees and confirms that in the event of any breach of
any term of this Deed and/or any pursuit by his of any claims whatsoever against DRIVE
HOSPITALITY LLC, or any of the Released Parties, he shall immediately indemnify
DRIVE HOSPITALITY LLC, for any and all losses suffered as a result thereof, including
without limitation all reasonable legal and professional fees incurred. - The parties shall not disclose the terms of this Agreement, except as otherwise
required by law. Provided however, that this does not preclude disclosure to the legal
representatives, auditors and/or professional advisors of a party or the disclosure requested by a
regulator or a Court of law, or is made in fulfilment of a legal obligation of a party . - Effectiveness of Agreement. The parties hereby agree and acknowledge
that this Agreement shall not become effective and/or binding upon any party until and
unless all parties hereto have executed the Agreement. - Capacity of Parties: Parties confirm that they have obtained independent
legal advice and acknowledge that they have not been forced or pressured in any manner
whatsoever to sign this Agreement and they agree to all of its terms voluntarily. Parties
also acknowledge that no representation, statement, promise, inducement, threat or
suggestion has been made by any party or by any other individual to influence parties to
sign this Agreement. Parties acknowledges that they have signed this Agreement upon
reaching the considered conclusion that it is best for them, and of their own free will,
relying entirely upon their own judgment and the judgment of such lawyers and other
personal advisors whom they have chosen to consult. Parties further acknowledge that they
are under no disability or impairment which affects their decision to sign this deed.
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT
INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS AND MARKS THE
FINAL AGREEMENT BETWEEN PARTIES HEREIN.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
dates set forth below, and this Agreement shall be deemed effective for all purposes as of the
Effective Date.
DRIVE HOSPITALITY LLC,
By:
Name: Carlos Alcala
Its: Founder and Partner
LUIS SALDANA,
By:
Name: Luis Saldana
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