Back to Form 10-Q
This Release and Settlement Agreement (" Agreement") is entered in between AT&T Corp. (AT&T') and
Convera Corporation (identified in the AT&T contract as "Convera"), (''Customer'').
WHEREAS, Customer has subscribed since May 5, 2006 to AT&T Enterprise Hosting Service under
Account Number 72283 with a $660,000.00 annual usage revenue commitment for a term of two (2) years (the
WHEREAS, a dispute has arisen relating to certain commitments and liabilities concerning the Former
Service as a result of unrelated negative changes to Customer's business (the "Dispute")
WHEREAS, on or about March 2010, AT&T filed a lawsuit against Customer styled AT&T Corp. v,
Convera Corporation, Index No. 10/103175. in the Supreme Court of New York, New York County (the
WHEREAS, on February 8, 2010 Customer filed a Certificate of Dissolution with the Secretary of State
of the State of Delaware, and in connection therewith, merged all of its operating assets in Vertical Search
Works, Inc. ("VSW");
WHEREAS, AT&T and VSW are negotiating a service agreement (the "VSW Service Agreement")
which will include;
(a) AT&T Enterprise Hosting Service with a minimum $840,000 annual usage revenue
commitment (the "New Service"). The date on which VSW executes such documentation shall hereinafter
be referred to as the "Effective Date".
(b) The New Service shall be for a term or two (2) years from the Effective Date.
WHEREAS, AT&T and Customer now wish to resolve this Dispute and also to dismiss, with prejudice
all claims asserted in or that could have been asserted in, the Lawsuit;
THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:
In consideration of the promises contained in this Agreement, upon the execution of the VSW Services
Agreement (the "Effective Date") and without any further action by either party., AT