Exhibit 10.42
CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE
This Confidential Settlement Agreement and Release (the “Settlement Agreement”) is entered into effective as of the date of the last signature set forth below (the “Effective Date”) by and between Netcapital, Inc. and Netcapital Systems LLC (collectively “NCPL”), on the one hand, and Templum Inc. and Templum Markets LLC (collectively, “Templum), on the other hand (collectively referred to herein as the “Parties” or, each separately, as a “Party”).
WHEREAS, NCPL and Templum entered into that certain SOFTWARE LICENSE AND SERVICES AGREEMENT, dated effective December 29, 2022, and that certain SECONDARY TRADING AGREEMENT, dated effective January 25, 2024 (collectively, with all exhibits, amendments, modifications, attachments, order forms, ancillary documents, and supplements thereto, the “Contracts”).
WHEREAS, a dispute arose between the Parties regarding payment by NCPL to Templum under the Contracts (the “Payment Dispute”).
WHEREAS, the Parties desire to resolve fully and completely the Payment Dispute.
NOW THEREFORE, in consideration of the mutual promises, terms, and conditions contained herein, and other good and valuable consideration, NCPL and Templum, intending to be bound, covenant and agree as follows:
| 1. | Settlement Payment. In consideration of the within release and the other terms of this Settlement Agreement, NCPL shall pay the total sum of $43,000 in full accord and satisfaction of all amounts due and owing under the Contracts accruing as of the Effective Date and as a complete and final settlement of the Payment Dispute (the “Settlement Payment”). NCPL shall make the Settlement Payment by wire to CEDARS BUSINESS SERVICES INC., as authorized agent of Templum, by no later than September 12, 2025 in accordance with the attached wire payment instructions. Templum represents and warrants that payment of the Settlement Payment to CEDARS BUSINESS SERVICES INC. shall constitute payment to Templum. |
| 2. | Attorneys’ Fees. Each Party shall be solely responsible for paying its attorneys’ fees and costs incurred arising out of or related to the Settlement Agreement and the Payment Dispute. |
| 3. | Termination of Collection Activities. Templum and its agents and representatives shall cease all payment collection activities directed towards NCPL for amounts claimed due and owing by NCPL under the Contracts accruing prior to the Effective Date. To the extent any Templum invoices or payment demands related to the Contracts are issued following the Effective Date for amounts claimed due and owing by NCPL accruing prior to the Effective Date, such invoices or payment demands shall be void. |
| 4. | Release. Templum, on behalf of itself and its past and present parents, subsidiaries, affiliates, divisions, officers, directors, agents, consultants, representatives, predecessors, successors, attorneys, and assigns, hereby releases, waives, and forever discharges NCPL and the past and present parents, subsidiaries, affiliates, divisions, shareholders, members, managers, officers, directors, employees, agents, representatives, consultants, predecessors, successors, and assigns of NCPL from and against any and all claims, actions, causes of action, suits, attorneys’ fees, costs, expenses, debts, demands, assessments, damages, payments, liabilities, and obligations of every nature and kind whatsoever, both known and unknown, fixed or contingent, at law or in equity, in any way arising out of or related to amounts due and owing by NCPL to Templum under the Contracts accruing as of the Effective Date, including the Payment Dispute. |
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| 5. | Covenant Not to Sue. Templum represents that it has not filed or pursued and will not file or pursue any suits, complaints, or other actions that assert, arise out of, or relate to the Payment Dispute. |
| 6. | No Admission of Liability. Each Party agrees and acknowledges that, by entering into this Settlement Agreement, it is not admitting any liability or responsibility. |
| 7. | Confidentiality. Each Party agrees to keep the terms of the Settlement Agreement confidential and not to disclose the same to third parties other than to individuals employed by the respective Parties on a need-to-know basis, their respective attorneys, accountants, and tax advisors, or as otherwise required by law or to comply with the terms of this Settlement Agreement. |
| 8. | Non-Disparagement. NCPL shall not disparage Templum, or its products or services, in any manner harmful to Templum’s business or business reputation. Templum shall not disparage NCPL, or its products or services, in any manner harmful to NCPL’s business or business reputation. This paragraph shall not apply to truthful disclosures, disclosures required by law, or disclosures to the Parties’ respective attorneys, accountants, and/or insurance providers, or as otherwise necessary to conduct business or to comply with this Settlement Agreement. |
| 9. | Inurement. This Settlement Agreement shall inure to the benefit of and be binding upon the Parties and their respective parents, subsidiaries, affiliates, predecessors, successors, and assigns. |
| 10. | Construction. Each Party acknowledges that it has participated in the drafting of this Settlement Agreement, that it has reviewed the terms of this Settlement Agreement, and that this Settlement Agreement shall not be construed in favor of or against either Party. |
| 11. | Entire Agreement. This Settlement Agreement constitutes the entire agreement between the Parties and supersedes any and all prior or contemporaneous agreements, understandings, representations, or communications, written or oral, between the Parties relating to the subject matter hereof. This Settlement Agreement may not be modified or amended except in writing signed by both Parties. |
| 12. | Signature. This Settlement Agreement may be executed in counterparts, each of which shall constitute a duplicate original and all of which together shall constitute one and the same instrument. Electronic signatures shall be binding. |
| 13. | Choice of Law, Jurisdiction, and Venue. This Settlement Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, notwithstanding any conflicts of laws analysis. Any action for breach of or to enforce this Settlement Agreement shall be brought in the state or federal courts of Massachusetts as the sole and exclusive litigation forum and venue. |
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Settlement Agreement as of the date set forth below.
| NETCAPITAL, INC. | ||
| By: | ||
| Printed Name: | Martin Kay | |
| Title: | CEO | |
| Dated: | 09/11/2025 | 12:46 PM PDT | |
| NETCAPITAL SYSTEMS LLC | ||
| By: | ||
| Printed Name: | Cecilia Lenk | |
| Title: | Director | |
| Dated: | 09/11/2025 | 12:37 PM PDT | |
| TEMPLUM INC. | ||
| By: | ||
| Printed Name: | Sarah Gillespie | |
| Title: | CFO | |
| Dated: | 09/11/2025 | 11:26 AM PDT | |
| TEMPLUM MARKETS LLC | ||
| By: | ||
| Printed Name: | Joseph Ramos CEO | |
| Title: | CEO | |
| Dated: | 09/11/2025 | 9:26 AM PDT | |
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