1. 1
Compromise and Settlement Agreement
This Compromise and Settlement Agreement (“Agreement”), dated as of May
2, 2014, is between QED Manufacturing & Distributing L.L.C., and Arthur Pryor
(together, “QED”), and Neville Ventor and Karen Ventor (together, “Ventors”).1
Recitals
1. Neville Ventor is an individual and sole proprietor based in Fort Worth, Texas.
2. QED Manufacturing and Distributing L.L.C is a Texas limited liability company
based in Addison, Texas.
3. From August 2012, QED and Neville Ventor began a business relationship which
terminated in July 2013 following a dispute between the parties.
4. After the dispute, litigation arose between QED and the Ventors, and eventually
the parties decided to settle.
5. This Agreement provides for the parties’ resolution of dispute and release of
claims against each other.2
Accordingly, the parties agree as follows:
Article 1 - Definitions
1.1 Definitions. The terms defined in the preamble have their assigned meanings, and
each of the following terms has the meaning assigned to it:
1 I felt itunnecessary to include“A Texas limited liability Company,” sinceitalready has L.L.C in its name.
Also,both parties arefrom Texas, so I omitted the states of incorporation/residencesincethey are the
same.
2 I chose to keep the languageas diplomatic as possibleand givea basic outlineof the events leadingup
to today.

2. 2
“Agreed Motion to Dismiss” means the document outlining the parties’
agreement to dismiss claims with prejudice, substantially in Exhibit A.
“Bad Faith” means the intentional or malicious refusal to perform a duty or
contractual obligation.
“Good Faith Efforts” means efforts made by a reasonable prudent licensee in a
similar situation.
“Lawn Equipment” means the lawn care equipment acquired in the purchase of
Lawn Solutions of Texas by QED, substantially listed in Schedule 1.
“Licensed Term” means the five-year period during which the Ventors license
QED to exclusively manufacture and distribute Stout-Turf.
“LSTI” means Lawn Solutions of Texas, Inc.
“Patent” means the Stout-Turf patent.
“Stout-Turf” means Stout-Turf fertilizer.
“Territory” means the geographical areas across the United States of America in
which QED currently intends to, or anticipates in the future to, manufacture and
distribute Stout-Turf.
Article 2 - QED’s Obligations
2.1 Honorarium. Subject to the terms and conditions of this Agreement, QED shall pay
the Ventors $48,800.00 via certified check3 within 90 days of this Agreement.4
3 This was not specified in the facts,but I thought to includeitso that the time and manner criteria of
payment were met. This seems to favor my clientas it is fairly convenientand incurs less (if any) fees than
a wire transfer.
4 Technically,itis paymentwithin 90 days of the Mediation Settlement Agreement, but I look to the intent
of both parties thatthis Compromise and Settlement Agreement should supersedethe Mediation
Settlement Agreement. In doingso, this favors my clientQED, allowingmore time for payment of a pretty
sizeablesumof money.

3. 3
2.1.1 Amount of the Honorarium. This amount of money is equal to
(1) $50,000.00 less
(2) $1200.00 in mediation fees.5
2.2 Commission. During the Licensed Term, QED shall pay the Ventors a commission of
5% of all net sales generated by the sale of Stout-Turf.
2.3 Lawn Equipment. Within 30 days of this Agreement6, QED shall deliver to the
Ventors the Lawn Equipment.
2.3 Assignment of Name. By signing this Agreement, QED grants to the Ventors all
rights in the name LSTI.7
2.3.1 Name. The rights in the name LSTI include all rights at common law, which
may be granted or renewed, and are to be held and enjoyed by the Ventors for the
Ventors’ own use and enjoyment, and the enjoyment of their successors and
assignees.
Article 3 - License
3.1 License. By signing this Agreement, the Ventors grant to QED an irrevocable,
exclusive8 five-year patent license to manufacture and distribute Stout-Turf in the
Territory.9
3.1.1 Patent. The patent is U.S. Patent No 8,675,309.
3.1.2. Licensed Term. The Licensed Term begins on 5/2/12 and ends at 11:59PM
5/2/17.
5 I thought that a simpledeclaration would sufficein explainingthenet payment owed to the Ventors
($50,000 - $1,200) sinceboth parties are awareof the fact that they need to splitmediation costs.This
assumes the Ventors know basic mathematics.
6 Even though not expressly stated in the Mediation Settlement Agreement, I felt that including“within 30
days”would favor my clientand give him ample time to convey the equipment.
7 I opted for this approach to convey the right to use the name “Lawn Solutions of Texas, Inc.” This
assumes that QED has a trademark right in LSTI and the right to convey it.
8 Even though “exclusive”was not specified in the Mediation Settlement Agreement, this is clearly what
my clientwants as indicated in his reply to the initial suit.
9 I thought about addinga warranty clause,but itseemed unnecessary.

4. 4
3.2 Good faith. QED shall make Good Faith Efforts to manufacture and distribute Stout-
Turf during the Licensed Term.
3.2.1 Presumption. During the Licensed Term, the Ventors shall presume that
QED will make Good Faith Efforts to manufacture and distribute Stout-Turf.
3.2.2 Bad Faith. In the event that the Ventors dispute QED’s Good Faith
Efforts, the Ventors must show by a preponderance of evidence the
existence of Bad Faith. If Bad Faith is present, the Ventors may cause the
patent license to lapse.10
3.2.3 Lapse. In the event that the Ventors cause the patent license to lapse
due to Bad Faith, QED has the right to cure its defect within 30 days after
notification by the Ventors.
3.3 Option to Purchase. At the end of the Licensed Term, QED may at its sole
discretion11 purchase the Patent from the Ventors at a reasonable price mutually agreed-
upon by both parties.
3.3.1 Arbitration. Subject to the terms of this Agreement, if at the end of the
Licensed Term, the parties are unable to agree on a price for the Patent, the parties
shall appoint a neutral arbitrator to decide this price.
3.3.1.2 Parties’ Evidence. In the event that an arbitrator is required to
determine the price for the Patent, each party may submit relevant
evidence to help the arbitrator in making a decision.
Article 4 - Settlement of Claims
4.1 Collateral Estoppel. QED and the Ventors shall jointly seek dismissal with prejudice
of the pending lawsuit assigned Cause Number 496-300178-14.
10 Yes, I agree that I made this complicated.The reason being - I want to protect my client’s interests as
much as possibleand createa hurdle for the Ventors before they can lapsethe licenseand affect my
client’s business interests.This mightbe considered “one-sided” and I may be takinga risk,butultimately
I think this is fair.
11 I thought that “may at its solediscretion,”although superfluous,sounded stronger than usingsimply
“may”.

5. 5
(1) Within 30 days of this Agreement, QED shall add Karen Ventor as a party to
its current license-related claims against Neville Ventor, and immediately notify
the Ventors of this action.
(2) Within 30 days of receiving notice of QED’s amended claim, Karen Ventor
shall file an answer to this claim without the necessity for formal service of
process.12
4.2 Release from claims. Except as otherwise provided in this Agreement, each party
releases, and forever discharges the other from all actions, claims13, and obligations, both
in law and equity, that either of them ever had or currently has, against the other by
reason of any matter, to the date of the execution of this Agreement.14
12 As per our email correspondence, my understandingof collateral estoppel is somewhatlimited and I
tried to keep this as simpleas possible.I felt that 30 days was ampletime for the parties to get things filed
with the state districtcourt,notwithstandingthe fact that they have to wait for the court to sign the order
of dismissal.
13 I thought that this languagewas specific enough to includeclaims for negligence.
14 I thought that the “ever had/currently has”languagegets rid of all pastand current claims
(notwithstandingcollateral estoppel),butstill allows for claimsto be brought under this Agreement.

6. 6
Exhibit A - Agreed Motion to Dismiss
[page intentionally left blank]

7. 7
Schedule 1 - List of Lawn-Care Equipment
[page intentionally left blank]

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Article 5 - General Provisions
5.1 Breach. If either party believes that the other party is in material breach of this
Agreement, then the non-breaching party shall:
(a) Deliver notice of such breach to the other party,
(b) Identify the actions or conduct that it wishes the other party party to take for
an acceptable and prompt cure of such breach.
(c) Give a period of 30 days to cure such breach.
5.2 Force Majeure. Neither party shall be liable to the other or shall be in breach of any
obligation in this Agreement if its performance is prevented or delayed by causes such as:
(a) war,
(b) riots,
(c) acts of civil or military authorities,
(d) flood, storm, and acts of God,
if those events are beyond its control.
5.3 Governing Law. This Agreement is governed by and is to be construed in
accordance with the laws of the State of Texas.
5.4 Attorney’s Fees. Subject to the terms of this Agreement, each party shall bear its
own attorney’s fees and costs.
5.5 Merger. This Agreement, together with its lists and schedules, constitutes the final,
exclusive agreement between the parties on the matters contained in this Agreement. All
earlier and contemporaneous negotiations and agreements between the parties on the
matters contained in this Agreement are expressly merged into and superseded by this
Agreement. The parties agree that the terms of this compromise and settlement agreement
bind the parties to this agreement, their heirs, executors, administrators, and assigns.

9. 9
To evidence the parties’ agreement to this Agreement, each party has executed and
delivered it on the date indicated under that party’s signature.
VENTORS QED MANUFACTURING AND
DISTRIBUTING, L.L.C
_______________________ ________________________
Mr. Neville Ventor By: Arthur Pryor, President15
Date: ________________________ Date: ________________________
1002 Western Avenue 2300 Research Boulevard
Fort Worth, Texas 76105 Addison, Texas 75001
________________________
Mrs. Karen Ventor
Date: ________________________
1002 Western Avenue
Fort Worth, Texas 76105
APPROVED AS TO FORM ONLY: APPROVED AS TO FORM ONLY:
________________________ ___________________________
Mr. Harold Lather Mr. Nivesh Oudit
Attorney for Ventors Attorney for QED16
Date: ________________________ Date: __________________________
15 Since Arthur Pryor intends to be bound in his capacity as Presidentof the LLC and not individually,I
omitted his individual signatureand his residentaddress.
16 Normally it’s Attorney for Defendant/Respondent, but sincethis is a settlement agreement I thought
that Attorney for [name of party] would suffice.

10. 10
Sources Used
1. 5 Am. Jur. Legal Forms 2d § 63:16 - This helped me with compiling a basic checklist
for Compromise and Settlement Agreements.
2. 7 Texas Forms Legal & Bus. § 12:92 (2013 ed.) - This form gave me some insight
into “dismissal with pending action” as a condition to arbitration.
3. http://www.gemalto.com/companyinfo/about/merger/download/patent_licence.pdf
This source gave me some background information regarding patent licenses.
4. Res Judicata and Collateral Estoppel in the Law of Partnership, 65 Cal. L. Rev.
863 (1977) - This source gave me some background information regarding collateral
estoppel.
5. 2 Miss. Civ. Trial Prac. Forms § 56:10 (4th ed.) - Also, another source for
background information on collateral estoppel.
6. § 83:106. Collateral assignment of trademarks - helped me with conveying the
trademark LSTI to the Ventors.
7. 4 Norton Bankr. L. & Prac. 3d Appendix 66-A § 66-A:13 - For general assistance
with settlement agreements.
8. 7A Texas Forms Legal & Bus. § 16:18 (2013 ed.) - This source helped me with
general considerations for compromise settlement agreements.