AMENDMENT TO AGREEMENT
Full Text of "20170512_BP and NGM Amendment 5617 002.docx"
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Document title: AMENDMENT TO AGREEMENT
Effective Date: May 8, 2017
AMENDMENT TO AGREEMENT
This is an Amendment ("Amendment") to the Coordination Agreement ("Agreement") entered into by and between Becker & Poliakoff, PA, a Florida professional corporation ("B&P"), and Nath and Associates, a District of Columbia limited liability company registered to do business in Virginia as Nath, Goldberg and Meyer ("NGM").
WHEREAS, that Agreement dated April 14, 2017 provided for the coordination between B&P and NGM for the handling of clients and other responsibilities in connection with B&P's closure of its NVA Office and the dissolution of its IP Practice;
WHEREAS, the Agreement provided for NGM to pay B&P to occupy these offices and use the furniture, fixtures, equipment and information and communications services until NGM relocated the IP Practice;
WHEREAS, the Agreement provided that NGM owns certain furniture, fixtures and equipment unless listed in Exhibit B;
WHEREAS, by this Amendment, the attached Exhibit B listing certain furniture, fixtures and equipment is substituted for the Exhibit B in the April 14, 2017 Agreement;
WHEREAS, B&P acquired all the shares of LLO from LITMAN in exchange for B&P shares in accordance with a Shareholder's Agreement, and since the Agreement B&P transferr[ed] those shares to LITMAN or his assigns;
WHEREAS, LITMAN assign[ed] these LLO shares to NGM; and
WHEREAS, NGM wants to pay for all amounts due and owing to B&P related to the Agreement, and wants to pay a set certain amount as full and final settlement of all amounts due B&P relating to occupying the offices and use of the furniture, fixtures, equipment and information and communications services through May 31, 2017, and for the entire right, title and interest to all amounts due and owing B&P for the account receivable of the IP Practice, including filing fees and other monies advanced by B&P (the "Accounts Receivable").
NOW, THEREFORE, in consideration of the promises and the respective covenants and agreements of the parties contained herein, and intending to be legally bound hereby, the parties agree as follows:
1. Recitals. The recitals contained herein are true and correct and by this reference are incorporated herein and made a part of this Amendment.
2. Definitions. Capitalized terms set forth herein shall have the same definitions as are set forth the Agreement.
3. Payment. NGM shall pay to B&P the sum of $214,532 (the agreed-up[on] $225,000 less $10,468 for the May rent of the Manassas office that NGM will pay directly) in cash by wire transfer of immediately available funds (the "Payment"), representing full and final settlement of all amounts due B&P, including payment for (i) the federal service mark registration of Litman Law Offices, Ltd., (ii) the Office Overhead Policy in the event of LITMAN's disability; (iii) the Extended Reporting Endorsement obtained in October 2012 from the professional liability insurer for Litman Law Offices, Ltd., (iv) the entire rights, title and interest to the Accounts Receivable, (v) the exclusive ownership and legal responsibility of the Freedom Bank Accounts and monies therein or hereinafter deposited in such accounts: and (vi) the rent and other expenses to be paid by NGM to B&P as provided for in the Agreement.
4. No Claims or Setoffs. As of the date hereof, B&P represents to NGM that there are no setoffs or counterclaims with regard to the items listed in Section 3.
5. Indemnity. As a condition precedent to NGM's Payment, B&P agrees to indemnify and hold harmless against any and all expenses, including reasonable attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by NGM in connection with B&P's ownership and operation of LLO.
6. Entire Agreement. This Amendment and the Agreement constitute the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, inducements, and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The Agreement as amended by this Amendment may not be modified or amended other than by an agreement in writing executed by the parties. Should there be any conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall prevail.
7. Dispute Resolution. Any controversy or claim arising out of or relating to this Amendment or the Agreement and any of the contemplated transactions thereby will be settled in the following manner: (i) senior executives representing each of B&P and NGM meet to discuss and attempt to resolve the controversy or claim, (ii) if the controversy or claim is not resolved as contemplated by clause (i), B&P and NGM will, by mutual consent, select an independent third party to mediate such controversy or claim, provided that such mediation will not be binding upon the parties; and (iii) if such controversy or claim is not resolved as contemplated by clauses (i) and (ii), the parties will refer any dispute hereunder (to the exclusion of a court of law) to final and binding arbitration in Fairfax County, Virginia in accordance with the then existing rules for expedited arbitration (the "Rules") of the American Arbitration Association ("AAA"), and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the 8th day of May, 2017, which is the Effective Date of this Agreement.
Becker & Poliakoff, P.A.
By: _________
Gary C. Rosen, President
Nath Goldberg & Meyer
By: _________
Joshua B. Goldberg, Co-Managing Partner
By: _________
Jerald L. Meyer, Co-Managing Partner
Note: The document references an "Exhibit B" (listing certain furniture, fixtures and equipment) that is not included in this .docx file. The original "Coordination Agreement" dated April 14, 2017 is also referenced but not attached.
Note: Bracketed corrections (e.g., "[ed]", "[on]") indicate apparent typos in the original document where words appear to have been truncated.