Entry into a Material Definitive Agreement
Jun 29, 2006
Item 1.01 Entry Into a Materially Definitive Agreement
On May 16, 2006, the Company entered into a Confidential Settlement Agreement and Mutual Release (the "Settlement Agreement") with Patricia Wilks and Dennis Palmer (the "Defendants"). The Settlement Agreement provides for a mutual reconciliation of all disputes between the parties and the end of litigation brought in the United States District Court, Central District of California (the "Court") (Case No. CV04-8790-CBM).
Under the Settlement Agreement, the Defendants acknowledged and agreed that on or about June 30, 2003 the Company acquired all right, title, assets, and interest to Dyna-Cam Engine Corporation, including related web sites and domain names (i.e., www.dynacam.com). Defendants also agreed that they would cease and desist from sending out emails concerning the Company and those acting on its behalf. Further under the Settlement Agreement, the parties agreed to permanently maintain a November 17, 2005 preliminary injunction restraining Defendants from:
- displaying, controlling, and/or operating the website or any other domain containing the words "dyna-cam," dynacam," "Dyna-Cam," "Dynacam";
- exhibiting any display, product, and advertisement bearing the mark Dyna-Cam, "Dyna-Cam Engine," or "Dyna-Cam Engine Corporation"; and
- making, using, selling, marketing, and offering for sale, and conducting business certain products using the name(s) and mark(s) containing the words "dyna-cam", "dynacam", "Dyna-Cam," "Dynacam."
In addition, the parties entered into a mutual release of claims, agreed to extinguish the pending litigation, bear their respective fees and costs, and provide for liquidated damages in the event of a breach of the Settlement Agreement.
On June 12, 2006, the Court signed a stipulation among the parties to convert the November 17, 2005 preliminary injunction into a permanent injunction. Thereafter, on June 22, 2006, the Court signed a stipulation among the parties to dismiss the action.
A copy of the Settlement Agreement is filed as Exhibit 10.1 to this Current Report.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01
Exhibit 10.1 Confidential Settlement Agreement and Mutual Release
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