C.            The purpose of this Agreement is to resolve all pending complaints between the Parties, including the Formal Complaint, and to avoid litigation.

NOW, THEREFORE, intending to be legally bound, and in consideration of the mutual covenants and other good and valuable consideration set forth herein below, the Parties do hereby agree as follows:

Agreement

(1)           Settlement.  In exchange for Cavalier zeroing out Customer’s account and forgiving all unpaid balances and early termination fees, Customer agrees to forgive all charges and demands related the past service and billing issues. .

(2)           Mutual Releases.  Upon receipt of a fully executed Agreement and the successful negotiation of the Settlement Amount, Cavalier and its respective predecessors, successors, assigns, affiliates, legal representatives, agents, employees, servants, attorneys, officers, and directors, on the one hand, and the Customer, on the other hand, hereby mutually release each other from any and all legal, equitable or other claims, counterclaims, demands, rights of contribution obligations or liabilities to the date hereof, which arise out of, or which may, can or shall arise out of the facts alleged in the Formal Complaint.  Notwithstanding the foregoing, this Agreement does not apply to any of the Parties’ obligations, claims or rights arising out of this Agreement. 

(3)           Compromise.  This Agreement and the mutual general release contained herein effect the compromise and settlement of the Claim, including any disputed and contested claims arising thereof, and nothing contained herein shall be construed as an admission by Cavalier or the Customer of any liability of any kind to each other.

(4)           Benefit and Burden.  This Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective heirs, executors, administrators, representatives, successors and assigns.

(5)           Entire Agreement.  All agreements, covenants, representations and warranties, express or implied, oral or written, of the Parties concerning the subject matter hereof are contained herein.  No other agreements, covenants, representations or warranties, expressed or implied, oral or written, have been made by any Party to any other Party concerning the subject matter hereof.  All prior and contemporaneous conversations, negotiations, possible and alleged agreements, representations, covenants and warranties concerning the subject matter hereof are merged herein.  The Parties agree that this Agreement can only be amended by a writing signed by both Parties.

(6)           Voluntary Agreement.  The Parties further represent and declare that they have carefully read this Agreement and know the contents thereof and that they sign the same freely and voluntarily.

(7)           Severability.  If any provisions of this Agreement or any part of any provision of this Agreement is determined to be unenforceable or invalid for any reason whatsoever, it shall be severable from the rest of this Agreement and shall not invalidate or affect the other portions or parts of the Agreement, which shall remain in full force and effect and be enforceable according to their own terms.

(8)           Waiver.  No failure to exercise and no delay in exercising any right, remedy, or power under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power under this Agreement preclude any other or further exercise thereof, or the exercise of any other right, remedy, or power provided herein or by law or in equity.

(9)           Confidentiality and Non-Disclosure.  The Parties agree that the terms of this Agreement shall be kept confidential and shall not be disclosed to any third party at any time unless otherwise required by process of law, excluding the attorneys, financial advisors, tax consultants and accountants for each of the Parties.  Moreover, this Agreement and its terms shall not be used or disclosed in any court, arbitration, or other legal proceeding except to enforce the provisions of this Agreement.

(10)         Past Attorneys’ Fees and Costs.  Cavalier shall bear all attorneys’ fees, costs, and expenses incurred by it in connection with the disputes settled by this Agreement.  The Customer shall bear all attorneys’ fees, costs, and expenses incurred by it in connection with the disputes settled by this Agreement.

(11)         Counterparts.  This Agreement is executed in counterparts, each of which shall be deemed an original, and all counterparts so executed shall constitute one agreement binding on all of the Parties, notwithstanding that all of the Parties are not signatory to the same counterpart.

(12)         Notices.  All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the earlier of the date delivered or mailed if delivered personally, by overnight courier or mailed by express, registered or certified mail (postage prepaid, return receipt requested) or by facsimile transmittal, confirmed by express, certified or registered mail, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice, except that notices of changes of address shall be effective upon receipt):

If to Cavalier:

Cavalier Telephone LLC

Noah Bason

200 Fairbrook Drive, Suite 202

Herndon, Virginia 20170

If to Customer:

Technology Experts

Tom Fox

PO Box 2301

Monroe, MI 48161

Signatures.  The Parties hereby signify their agreement to the above terms by their signatures below.  The authorized representative of Cavalier represents that he is authorized to execute this Agreement on behalf of Cavalier.  Electronic signatures (including but not limited to facsimiles, and other forms of electronic mediums of conveying that this Agreement was signed by the Parties) of this Agreement shall be binding on the parties, as if such copy and electronic signature was signed in original by the respective Parties executing such signature.

IN WITNESS WHEREOF, the Parties either personally or through their duly authorized officers or agents, have executed this Agreement, on the date first written above.