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INDEMNITY AND RELEASE AGREEMENT - page 2 / 5

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2.

1.1 The list in Exhibit A attached hereto and by this reference incorporated herein is a full and complete list of all those persons and entities to whom BETZ has made disparaging comments (the truth or validity of which are not in question for the purposes of this Agreement) whether written or spoken in hard copy or electronic form including but not limited to all persons to whom BETZ emailed notification of the existence of the Web-site.

1.2 BETZ has communicated with all the persons and entities listed on Exhibit A and withdrawn his disparaging remarks.

1.3 The only business dealings BETZ has had with Franchisee, NHCLC and or any of the franchisees or affiliates of NHCLC within the NHCLC Network are those in relation to the following invoices (the “Invoices”):

Invoice Number

Invoice Date

Invoice Amount

    • 1.4

      BETZ has executed all documents and/or executed all electronic commands and taken all other actions necessary to transfer ownership of the Domain Name to NHCLC. At the time of execution of this Agreement NHCLC is the registered owner of the Domain Name as registered with Internic. If BETZ fails to carry out any such actions BETZ hereby irrevocably appoints NHCLC as its attorney-in-fact to do so for and on behalf of NHCLC.

    • 1.5

      BETZ has taken and will not in the future take any other actions to register any other derogatory names with any other entities or agencies or tofurther infringe the trademarks of NHCLC, or to defame its franchisees.

REPRESENTATIONSAND WARRANTIES OF ALL PARTIES

Each party hereby represents and warrants to the other as follows:

    • 2.1

      That no representation or promise not expressly set forth herein has been made to such party in connection with the matters set forth herein, and each further affirmatively represents that this Agreement is not being entered into in reliance upon any such promise or representation, whether express or implied;

    • 2.2

      That except as specifically set out herein the terms this Agreement contains the entire agreement between the parties hereto, and the terms hereof supersede the prior written agreements between the parties, any prior discussions, understandings, or agreements between the parties hereto relative to the subject matter hereof, and that the terms hereof are intended to constitute a binding contract between the parties hereto for the express benefit of all the parties hereto;

2.3 That prior to execution hereof each party was given the opportunity, if desired,

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