Sample Business Contracts

Settlement Agreement and Mutual Releases - Covansys and Netgateway


               NOW THIS Settlement  Agreement and Mutual Releases  ("Agreement")
dated  this  27th day of  March,  2001,  by and  between  COVANSYS,  a  Michigan
Corporation, f/k/a Complete Business Solutions, Inc. ("COVANSYS") and Netgateway

               WHEREAS,  COVANSYS has instituted certain arbitration proceedings
before the American  Arbitration  Association  ("AAA")  (Case No.  54Y117004901)
against Netgateway, alleging that Netgateway owes certain sums to COVANSYS under
a Master Agreement (the "Master Agreement") between COVANSYS and an affiliate of
Netgateway; and

               WHEREAS,  Netgateway  denies  the  allegations  set  forth in the
pending arbitration proceedings; and

               WHEREAS,  without  admission of any  liability,  the parties have
reached  agreement to settle and compromise  any and all disputes  between them,
including  all  disputes  alleged  in the  AAA  arbitration,  on the  terms  and
conditions set forth in this Agreement:

               NOW,  THEREFORE,  in  consideration  of the mutual  promises  and
covenants  contained  herein,  and other good and  valuable  consideration,  the
receipt and adequacy of which are hereby acknowledged,  the parties hereto agree
as follows:

               1. On or before April 23, 2001,  Netgateway shall pay to COVANSYS
the sum of One Hundred Sixty Thousand  ($160,000) Dollars in complete settlement
of all amounts owed to CONVANSYS,  if any,  including all amounts allegedly owed
under the Master Agreement at issue in the AAA arbitration.

               2. Should  Netgateway  make the payment set forth in  paragraph 1
above,  and subject to the provisions  set forth in paragraph 3 below,  COVANSYS
shall  cause to be  dismissed,  with  prejudice,  the  pending  AAA  arbitration
proceedings.  In addition,  effective  immediately  upon the making of the above
referenced payment,  and also subject to the provisions set forth in paragraph 3
below,  COVANSYS and  Netgateway,  on behalf of themselves and their  respective
parent  companies,  subsidiaries,   affiliates,  predecessors,   successors  and
assigns,  do hereby mutually release,  acquit, and forever discharge each other,
together  with each  other's  current and former  officers,  directors,  agents,
employees,  parent companies,  subsidiaries,  affiliates,  insurers,  attorneys,
predecessors,  successors,  heirs and  assigns,  of and from any and all claims,
debts, liabilities,  causes or causes of action, of any kind or nature, known or
unknown,  suspected  or  unsuspected,  contingent  or  liquidated,  at law or in
equity,  arising or  accruing  at any time prior to and through the date of this
Agreement,  or otherwise  based on any facts in existence as of the date of this
Agreement,  including but not limited to, all claims asserted and/or which could
have been asserted in the pending AAA arbitration proceedings.

               3. Should any form of state or federal  insolvency  or bankruptcy
proceedings  be  instituted  at  any  time  involving  Netgateway  or any of its
affiliates,  as a result of which,  COVANSYS is compelled to disgorge all or any
portion of the payment set forth in paragraph 1 above,  then in that event,  the
release set forth in  paragraph 2 above  shall be void ab initio,  and  COVANSYS
shall be entitled  to assert the full amount of any and all claims  which it may
have against  Netgateway  (less any sums retained by Covansys) in any such state
or federal proceedings, as if this Agreement had never been executed.

               4. This  Agreement  shall be construed and enforced in accordance
with the laws of the State of Michigan.

               5. This Agreement constitutes the entire agreement of the parties
relating to all of the subject matters addressed  herein,  expressly merging and
superceding any and all prior or contemporaneous  oral or written discussions or
agreements,  including the Master Agreement. This Agreement may only be modified
in writing, signed by all of the parties hereto.

               6. The parties  executing  this  Agreement  represent and warrant
that they have due and proper  authority to execute this  Agreement on behalf of
their respective principals and to bind them to the terms thereof.

               7. This Agreement may be executed in any number of counter-parts,
each of which shall  constitute  an original,  but all of which  together  shall
constitute one and the same Agreement.

               8. A signature by facsimile transmission shall have the same full
force and effect as an original signature.

               IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this
Agreement as of the year and date first above written.