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As Of Filer Filing For·On·As Docs:Size Issuer Agent 5/10/11 Insignia Systems Inc/MN 10-Q 3/31/11 5:734K American Fin’l P… Inc/FA |
Document/Exhibit Description Pages Size 1: 10-Q Form 10-Q for the Quarter Ended March 31, 2011 HTML 387K 2: EX-10.1 Settlement Agreement and Release HTML 69K 3: EX-31.1 Certification of CEO Pursuant to Section 302 HTML 19K 4: EX-31.2 Certification of CFO Pursuant to Section 302 HTML 19K 5: EX-32 Certification of Ceo/CFO Pursuant to Section 906 HTML 11K
insignia112142_ex10-1.htm - Generated by SEC Publisher for SEC Filing |
Exhibit 10.1
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Mutual Release (“Agreement”) is dated as of February 9, 2011 between Plaintiff Insignia Systems, Inc. (“Plaintiff”), Scott Drill (“Drill”) and Defendant News America Marketing In-Store L.L.C. (sued in the Action (as defined below) as News America Marketing In-Store, Inc.) (“Defendant”). Plaintiff, Drill and Defendant are collectively referred to herein as “the Parties.”
RECITALS
WHEREAS, Plaintiff filed a lawsuit against Defendant captioned Insignia Systems, Inc. v. News America Marketing In-Store, Inc., United States District Court for Minnesota, Civil No. 04-4213, to collect damages and seek injunctive relief for, inter alia, alleged violations of federal and state antitrust laws, unfair competition, and federal and state disparagement laws. Defendant filed a counter-claim against Plaintiff and Drill. Collectively, the complaint, included as amended, and the counterclaim are referred to herein as the “Action”;
WHEREAS, all claims by Plaintiff against Defendant, and by Defendant against Plaintiff and Drill, have been vigorously contested, with all Parties denying any and all liability to each other;
WHEREAS, the Parties hereto desire to forever put to rest all disputes and claims through the date of this Agreement;
NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:
2. Insignia and News America shall enter into an exclusive selling arrangement consistent with the terms attached hereto as Joint Exhibit A (the “Exclusive Selling Agreement”). The Settlement Amount is not part of the consideration for the Exclusive Selling Agreement. This Agreement, and any and all releases and covenants not to sue, shall survive and remain in full force and effect and be considered final and binding even if a dispute arises regarding the Exclusive Selling Agreement, including but not limited to a dispute in which there are claims that the Exclusive Selling Agreement has been breached, claims that the Exclusive Selling Agreement should be declared void or claims that the Exclusive Selling Agreement lacks consideration.
3. Defendant shall not seek to enforce any right of first refusal and/or right of last refusal provision contained in any of its current agreements with retailers and shall not include right of first refusal and/or right of last refusal provisions in any agreement it reaches with any retailer in the future. Similarly, Plaintiff shall not include right of first refusal and/or right of last refusal provisions in any agreement it reaches with retailers in the future.
4. The Parties mutually agree that they shall not do or say anything at any time which is falsely disparaging to the other Parties.
*Indicates confidential information which has been
omitted and filed separately with the Commission under Rule 24b-2.
5. On or before February 9, 2011, Plaintiff shall provide Defendant with a stipulated order in the form of Exhibit B, dismissing the action with prejudice and without costs. The Parties shall take all reasonable steps to have the order on the stipulation entered.
9. Except for the Parties’ obligations under this Agreement and the Exclusive Selling Agreement, each of Plaintiff and the Plaintiff Released Parties (as defined below) hereby releases, remises, acquits, and forever discharges Defendant or any of its past or present members, related or affiliated companies and any or all of its respective officers, directors, shareholders, partners, servants, employees, members, attorneys, accountants, agents, representatives, affiliates, subsidiaries, parents, successors and assigns, whether in their individual capacity or as principal or agent (collectively, the “Defendant Released Parties”), from any and all manner of actions and causes of action, suits, debts, obligations, contracts, torts, covenants, claims, rights of contribution and/or indemnification, rights of subrogation, sums of money, judgments, executions, liabilities, damages, interest, costs, expenses, attorneys’ fees and legal costs, demands and rights whatsoever, contingent or noncontingent, in law or in equity, known or unknown, of any kind or character, from the beginning of time up to the date of this Agreement (collectively, the “Released Matters”). Each of Plaintiff and the Plaintiff Released Parties further promises, covenants and agrees not to sue, attempt to introduce as evidence, or otherwise assert any of the Released Matters and/or the underlying facts or conduct supporting the Released Matters against the Defendant or the Defendant Released Parties in any court, governmental or regulatory body or other proceedings.
10. Except for the Parties’ obligations under this Agreement and the Exclusive Selling Agreement, each of Defendant and the Defendant Released Parties hereby releases, remises, acquits and forever discharges Plaintiff or any of its past or present members, related or affiliated companies and any or all of its respective officers, directors, shareholders, partners, servants, employees, members, attorneys, accountants, agents, representatives, affiliates, subsidiaries, parents, successors and assigns, whether in their individual capacity or as principal or agent (collectively, the “Plaintiff Released Parties”), from any and all manner of actions and causes of action, suits, debts, obligations, contracts, torts, covenants, claims, rights of contribution and/or indemnification, rights of subrogation, sums of money, judgments, executions, liabilities, damages, interest, costs, expenses, attorneys’ fees and legal costs, demands and rights whatsoever, contingent or noncontingent, in law or in equity, known or unknown, of any kind or character, from the beginning of time up to the date of this Agreement (collectively, “Released Matters”). Each of Defendant and the Defendant Released Parties further promises, covenants and agrees not to sue, attempt to introduce as evidence, or otherwise assert any of the Released Matters and/or the underlying facts or conduct supporting the Released Matters against Plaintiff or Plaintiff Released Parties in any court, governmental or regulatory body or other proceedings.
11. Except for the Parties’ obligations under this Agreement, Drill hereby releases, remises, acquits, and forever discharges Defendant and the Defendant Released Parties from any and all manner of actions and causes of action, suits, debts, obligations, contracts, torts, covenants, claims, rights of contribution and/or indemnification, rights of subrogation, sums of money, judgments, executions, liabilities, damages, interest, costs, expenses, attorneys’ fees and legal costs, demands and rights whatsoever, contingent or noncontingent, in law or in equity, known or unknown, of any kind or character, from the beginning of time up to the date of this Agreement (collectively, “Released Matters”). Drill further promises, covenants and agrees not to sue, attempt to introduce as evidence, or otherwise assert any of the Released Matters and/or the underlying facts or conduct supporting the Released Matters against Defendant or any Defendant Released Parties in any court, governmental or regulatory body or other proceedings.
12. Except for the Parties’ obligations under this Agreement, each of Defendant and Defendant Released Parties hereby releases, remises, acquits and forever discharges Drill from any and all manner of actions and causes of action, suits, debts, obligations, contracts, torts, covenants, claims, rights of contribution and/or indemnification, rights of subrogation, sums of money, judgments, executions, liabilities, damages, interest, costs, expenses, attorneys’ fees and legal costs, demands and rights whatsoever, contingent or noncontingent, in law or in equity, known or unknown, of any kind or character, from the beginning of time up to the date of this Agreement (collectively, “Released Matters”). Each of Defendant and Defendant Released Parties further promises, covenants and agrees not to sue, attempt to introduce as evidence, or otherwise assert any of the Released Matters and/or the underlying facts or conduct supporting the Released Matters against Drill in any court, governmental or regulatory body or other proceedings.
INSIGNIA SYSTEMS, INC.
By: /s/ Scott Drill
Its: CEO
SCOTT DRILL
/s/ Scott Drill
NEWS AMERICA MARKETING IN-STORE SERVICES L.L.C.
By: /s/ Eugenie Gavencek
Its: Senior Vice President
FOR SETTLEMENT PURPOSES ONLY |
EXHIBIT A |
CONFIDENTIAL – TO BE DISTRIBUTED ON AN AS NEEDED BASIS ONLY
INSIGNIA –NEWS AMERICA MARKETING
TERM SHEET
[ * ]
*Indicates confidential information which has been omitted and filed separately with the Commission under Rule 24b-2.
EXHIBIT B
UNITED STATES DISTRICT COURT
DISTRICT OF MINNESOTA
Plaintiff, v. NEWS AMERICA MARKETING
Defendant. |
: |
STIPULATED ORDER DISMISSING CASE WITH PREJUDICE |
STIPULATION TO DISMISS CASE WITH PREJUDICE
Plaintiff Insignia Systems, Inc., on the one hand, and Defendant News America Marketing In-Store L.L.C. (sued in the Action as News America Marketing In-Store, Inc.), on the other hand, by and through their attorneys of record (collectively, “the Parties”), hereby AGREE AND STIPULATE that the above-captioned case, together with all of Plaintiff’s claims against Defendant which are contained therein or which could have been contained therein as of the date of this Stipulation, is hereby DISMISSED WITH PREJUDICE, with each party to bear its own costs.
The Parties further AGREE AND STIPULATE that the Protective Order filed in the above-captioned case shall remain in effect and govern the conduct of the Parties, including the provision that all Confidential Material (as that term is defined in the Protective Order) shall be destroyed. For the avoidance of doubt, the Parties STIPULATE AND AGREE that all Confidential Material (including but not limited to discovery responses, documents and things produced, depositions, summaries of the foregoing, and motion papers filed with the Court incorporating or attaching Confidential Material) that are in the possession, custody or control of the Parties, their attorneys and/or their experts and consultants shall be destroyed on or before March 30, 2011.
I STIPULATE TO ENTRY OF THE ABOVE ORDER:
Dated: February 9, 2011
By: /s/ Stephen A. Wood
Stephen A. Wood
Attorneys for Plaintiff |
Dated: February 9, 2011
By: /s/ Richard L. Stone
Richard L. Stone (pro hac vice)
Attorneys for Defendant |
UNITED STATES DISTRICT COURT
DISTRICT OF MINNESOTA
Plaintiff, v. NEWS AMERICA MARKETING
Defendant. |
: |
STIPULATED ORDER DISMISSING CASE WITH PREJUDICE
Judge: Hon. John R. Tunheim
Complaint Filed: Sept. 23, 2004 |
ORDER DISMISSING CASE WITH PREJUDICE
IT IS HEREBY ORDERED that that the above-captioned case, together with all of Plaintiff’s claims against Defendant which are contained therein or which could have been contained therein as of the date of this Stipulation, is hereby DISMISSED WITH PREJUDICE, with each party to bear its own costs.
IT IS FURTHER ORDERED that the Protective Order filed in the above-captioned case shall remain in effect and govern the conduct of the Parties. Confidential Material (including but not limited to discovery responses, documents and things produced, depositions, summaries of the foregoing, and motion papers filed with the Court incorporating or attaching Confidential Material) that are in the possession, custody or control of the Parties, their attorneys and/or their experts and consultants shall be destroyed on or before March 30, 2011.
IT IS SO ORDERED.
Date: February 10, 2011 |
|
s/ John R. Tunheim |
at Minneapolis, Minnesota. |
|
JOHN R. TUNHEIM |
EXHIBIT C
UNITED STATES DISTRICT COURT
DISTRICT OF MINNESOTA
Plaintiff, v. NEWS AMERICA MARKETING
Defendant. |
: |
STIPULATION TO APPOINT MASTER
|
STIPULATION TO APPOINT MASTER
Plaintiff Insignia Systems, Inc. and former counter-defendant Scott Drill, on the one hand, and Defendant News America Marketing In-Store, Inc., on the other hand, by and through their attorneys of record (collectively, “the Parties”), hereby AGREE AND STIPULATE, subject to the approval of the Court, that the United States District Court of Minnesota shall retain jurisdiction to enforce the Parties’ settlement agreement and Exclusive Selling Agreement entered on February 9, 2011, and the Honorable Arthur J. Boylan shall serve as a special master pursuant to 28 U.S.C. § 636, Fed.R.Civ.P. 53 and Local Rule 72.1 to enforce and interpret the settlement agreement entered on February 9, 2011, Joint Exhibit A thereto, the long-form exclusive selling agreement and related matters.
I STIPULATE TO ENTRY OF THE ABOVE ORDER:
Dated: February 9, 2011
By: /s/ Stephen A. Wood
Stephen A. Wood
Attorneys for Plaintiff |
Dated: February 9, 2011
Richard L. Stone (pro hac vice)
Attorneys for Defendant |
UNITED STATES DISTRICT COURT
DISTRICT OF MINNESOTA
Plaintiff, v. NEWS AMERICA MARKETING
Defendant. |
: |
STIPULATED ORDER TO APPOINT SPECIAL MASTER |
ORDER APPOINTING MASTER
IT IS ORDERED that the United States District Court for Minnesota shall retain jurisdiction to enforce the Parties’ settlement agreement and Exclusive Selling Agreement entered on February 9, 2011, and pursuant to 28 U.S.C. § 636, Fed.R.Civ.P. 53 and Local Rule 72.1, the Honorable Arthur J. Boylan is hereby designated to serve as a special master for any disputes that arises between the parties regarding enforcement or interpretation of the Parties’ settlement agreement entered on February 9, 2011, Joint Exhibit A thereto, the long-form exclusive selling agreement and related matters.
IT IS SO ORDERED.
Date: February 10, 2011 |
|
s/ John R. Tunheim |
at Minneapolis, Minnesota. |
|
JOHN R. TUNHEIM |
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 5/10/11 | SC 13G/A | ||
For Period End: | 3/31/11 | 10-Q/A, 8-K | ||
3/30/11 | 4, 8-K | |||
2/10/11 | ||||
2/9/11 | 8-K, SC 13G/A | |||
2/7/11 | ||||
12/28/06 | 8-K | |||
9/23/04 | ||||
List all Filings |
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