Settlement Agreement

5. to date bbb has purchased from ccc and retains in its current inventory a certain quantity of a ccc product called a 'chip bundle'. the parties agree that bbb shall be entitled to continue to sell its current inventory of said chip bundles in _________(placename). bbb agrees not to make additional new purchases of said chip bundles and aaa agrees not to purchase and will not allow ccc to purchase any chip bundles from bbb.

6. the parties hereto agree that as between them there are no claims, debts, obligations, or liabilities arising out of the termination of the jva and mda other than those specifically identified in this agreement.

section 2. customer introduction assistance.

1. bbb has disclosed and shall disclose to aaa or its designee the following information immediately after the parties execute this agreement:

a. a list of all customers with whom bbb has or had business transactions under the mda;

b. the contents of any contracts or maintenance agreements between bbb and any customers identified in the preceding clause; and

c. a list of potential customers discovered during bbb's business activities during the period from _________(m,d,y) to _________(m,d,y) with whom bbb believes that aaa or its designee have a chance to conclude an agreement and a report on the status of all negotiations in progress.

2. bbb agrees that aaa or its designee are free to conclude contracts for ccc products and other products with the persons or entities identified by bbb in the preceding clauses and bbb agrees to cooperate in such activities with aaa and its designee.

3. the prior clauses notwithstanding, upon the expiration of the one (1) year term of any maintenance agreements identified in clause 1.b. of this section 2 above, aaa or its designee shall succeed to the rights of bbb under said maintenance agreements. however, aaa or its designee may propose in advance whatever terms and conditions it may require in order to succeed to said maintenance agreements. in addition, bbb agrees to cooperate with aaa or its designee in the orderly succession of said maintenance agreements without additional compensation unless the parties mutually determine in writing in advance that bbb should receive and that aaa should pay additional compensation for any such services.

section 3. settlement proceeds.

1. aaa hereby recognizes that it has a duty to pay to bbb as settlement proceeds the sum of _________ (_________). said settlement proceeds shall be paid by wire transfer to an account designated by bbb by _________(m,d,y).