ROBERT T.

SCHEER - SETTLEMENT AGREEMENT

THIS SETTLEMENT AGREEMENT (Agreement) is made by and between,
CoesterVMS.com, Inc. ("CVMS"), Brian Coester ("Coester"), and Robert T. Scheer
("Scheer") (CVMS, Coester, and Scheer are, at times, individually referred to herein as a "Party"
or "party" and collectively referred to herein as the "Parties" or "parties"). This Agreement shall
become effective on the date of the last signature below (Effective Date).
WHEREAS, CVMS and Scheer are Parties to a lawsuit pending in the United States
District Court for the District of Maryland, Southern Division styled CoesterVMS.com, Inc. v.
Robert T. Scheer, Case No. 8:16-cv-02717-PX (the "Maryland Federal Litigation"); and
WHEREAS, CVMS, Coester, and Scheer are Parties to a lawsuit pending in the Circuit
Court for Montgomery County, Maryland styled Robert T. Scheer v. Brian Coester, et al., Case
No. V421906 (the "Maryland State Litigation"); and
WHEREAS, the Parties mediated their respective disputes and claims through a
settlement conference on December 28, 2016, before United States Magistrate Judge Jillyn K.
Schulze (the "Mediation"); and
WHEREAS, as a result of the Mediation and the Parties wish to avoid the expense and
uncertainties of further litigation, the Parties concluded a settlement terminating the Maryland
Federal Litigation and the Maryland State Litigation, and fully and finally resolving all claims
the Parties may have against one another as based on the terms set forth below.
NOW, THEREFORE, and for good and valuable consideration exchanged herein,
which the Parties agree to and acknowledge as sufficient, the Parties agree as follows:
1. Obligations of Scheer. In order to settle all claims asserted by CVMS, as well as all
other claims that CVMS and Coester may have against Scheer, Scheer agrees to the following:
a.
Non-Disclosure Agreement. Scheer reaffirms his Non-Disclosure
Agreement with CVMS (the "Non-Disclosure Agreement"), such that for 18 months from
the Effective Date, Scheer agrees that he will not disclose to anyone any confidential
information: (a) concerning the business or affairs of CVMS, including but not limited to,
data, sales figures, customers (current and potential) and customer lists (current and
potential), tax records, personnel history, promotional procedures, supplier lists and
prices, pricing schedules, methods, processes, and marketing plans, (b) documents
relating to CVMSs business including, but not limited to, reports, manuals, drawings,

diagrams, correspondence, customer lists, computer programs, technical information

including methods, processes, formulae, compositions, systems, techniques, and research
projects, and (c) other business-related information including pricing data, sources of
supply, financial data and marketing, production, or merchandising systems or plans and
other pertinent information of CVMS. All of the above shall be considered and kept as
private and privileged records of CVMS and shall not be divulged by Scheer to any
individual, firm, corporation or other entity, except with the direct written authorization
of CVMS provided by Coester.
b.
Non-Solicitation Agreement. Scheer further affirms that for 18 months
from the Effective Date, he may not solicit, for any cause or reason whatsoever, any of
CVMS's Customers as of April 11, 2016, excluding only those CVMS customers which
were also Customers of Landmark Network, Inc. ("Landmark"). For clarity, the Parties
agree and acknowledge that for the purposes of this Agreement, a "Customer" as
applicable herein, shall only include those customers who have done at least $5,000 in
business (with CVMS and/or Landmark) during the 2016 calendar year. The Parties
further agree that in the event of a dispute as to any "Customer" within the terms and
obligations of this Agreement, if the Parties are unable to directly resolve or mediate a
resolution of any such dispute, they will agree to submit the dispute for resolution by an
agreed upon third-party arbitrator to be selected from the following list pre-approved by
the Parties: Judge Irma Raker, Judge Alexander Williams, or Judge Benson Everett Legg.
c.
Dismissal of Maryland State Litigation. Scheer agrees to dismiss the
Maryland State Litigation with prejudice within 14 days of the Effective Date of this
Agreement. To effectuate this dismissal, Scheer shall direct his legal counsel to file such
pleading(s) as necessary to have the Maryland State Litigation dismissed with prejudice
and removed from the docket of the court, consistent in form with the Stipulation of
Dismissal attached hereto as Exhibit A to the Agreement.
d.
Return of CVMS Property. Scheer agrees that the Surface Pro tablet
used by Scheer at CVMS can be returned to CVMS.
e.
Forensic Processing of Scheer Computer. Scheer agrees to provide, or
to authorize any other entity in possession to provide, the tower/CPU computer used by
Scheer at CVMS, to CVMS or its agent so it can be "wiped" and returned to Scheer.

f.

Scheer's Release of CVMS and Coester.

i. Scheer's Release of CVMS. Scheer hereby RELEASES AND
FOREVER DISCHARGES CVMS, its shareholders, directors, officers,
employees, attorneys, agents and insurers (collectively the "CVMS
Releasees") from and against any and all claims and causes of action,
whether known or unknown, which Scheer has or could have against the
CVMS Releasees which accrued prior to the Effective Date of this
Agreement. The claims and causes of action released by Scheer herein
include without limitation claims that relate to, arise from, or concern in
any way the following: (i) the Maryland State Litigation; (ii) the Maryland
Federal Court Litigation; (iii) The Non-Disclosure Agreement; and (iv)
Scheer's employment and separation from employment with CVMS.
Nothing in this provision shall impair the right of any Party to this
Agreement to bring an action against another Party to this Agreement to
enforce the terms of the Agreement or to pursue any claims which may
arise after the Effective Date of this Agreement.
ii. Scheer's Release of Coester. Scheer hereby RELEASES AND
FOREVER DISCHARGES Coester and his representatives, heirs,
executors, administrators, attorneys, and insurers (collectively the
"Coester Releasees") from and against any and all claims and causes of
action, whether known or unknown, which Scheer has or could have
against the Coester Releasees which accrued prior to the Effective Date of
this Agreement. The claims and causes of action released by Scheer
herein include without limitation claims that relate to, arise from, or
concern in any way the following: (i) the Maryland State Litigation; (ii)
the Maryland Federal Court Litigation; (iii) the Non-Disclosure
Agreement; and (iv) Scheer's employment and separation from
employment with CVMS. Nothing in this provision shall impair the right
of any Party to this Agreement to bring an action against another Party to
this Agreement to enforce the terms of the Agreement or to pursue any
claims which may arise after the Effective Date of this Agreement.

2. Obligations of CVMS. In order to settle all claims asserted by Scheer, as well as all
other claims that Scheer may have against CVMS and Coester, Scheer agrees to the following:
a.
Dismissal of Maryland Federal Litigation. CVMS agrees to dismiss the
Maryland Federal Litigation with prejudice within 14 days of the Effective Date. To
effectuate this dismissal, CVMS shall direct its legal counsel to file such pleading(s) as
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necessary to have the Maryland Federal Litigation dismissed with prejudice and removed
from the docket of the court, consistent in form with the Stipulation of Dismissal attached
hereto as Exhibit B to the Agreement.
b.
CVMS's Release of Scheer. CVMS hereby RELEASES AND
FOREVER DISCHARGES Scheer and his representatives, heirs, executors,
administrators, attorneys, and insurers (collectively the "Scheer Releasees") from and
against any and all claims and causes of action, whether known or unknown, which
CVMS has or could have against the Scheer Releasees which accrued prior to the
Effective Date of this Agreement. The claims and causes of action released by CVMS
herein include without limitation claims that relate to, arise from, or concern in any way
the following: (i) the Maryland Federal Litigation; (ii) the Maryland State Litigation; (iii)
the Non-Disclosure Agreement; and (iv) Scheer's employment and separation from
employment with CVMS. Nothing in this provision shall impair the right of any Party to
this Agreement to bring an action against another Party to this Agreement to enforce the
terms of the Agreement or to pursue any claims which may arise after the Effective Date
of this Agreement.
3. Coester's Release of Scheer. Coester hereby RELEASES AND FOREVER
DISCHARGES the Scheer Releasees from and against any and all claims and causes of action,
whether known or unknown, which Coester has or could have against the Scheer Releasees
which accrued prior to the Effective Date of this Agreement. The claims and causes of action
released by Coester herein include without limitation claims that relate to, arise from, or concern
in any way the following: (i) the Maryland State Litigation; (ii) the Maryland State Litigation;
(iii) the Non-Disclosure Agreement; and (iv) Scheer's employment and separation from
employment with CVMS. Nothing in this provision shall impair the right of any Party to this
Agreement to bring an action against another Party to this Agreement to enforce the terms of the
Agreement or to pursue any claims which may arise after the Effective Date of this Agreement.
4. Mutual Covenant Not to Sue. With respect to the claims and causes of action that
each Party has released herein, each such Party represents that is has not already filed or caused
another to file on its behalf, and agrees that it will not file or cause another to file on its behalf
after the Effective Date of this Agreement, any complaint, suit, or claim, or otherwise initiate any
legal or administrative proceeding against any other Party hereto. If any court or forum assumes
jurisdiction of any complaint, suit, claim, or legal proceeding against the other Party on the
complaining Party's behalf, the complaining Party will request such court or forum to dismiss the
matter and be responsible to pay for all reasonable costs and legal fees incurred by the other
Party in connection with the enforcement of this Agreement. Nothing in this provision shall
impair the right of any Party to this Agreement to bring an action against another Party to this

Agreement to enforce the terms of the Agreement or as a result of any action or cause of action
which may arise after the Effective Date of this Agreement.
5. No Disparaging Remarks. The Parties agree not to make, directly or indirectly
through a third-party, any disparaging, derogatory, critical, or negative comments or statements,
written or oral, against any other Party hereto. Nothing herein shall prevent a Party from
testifying truthfully in connection with any litigation, arbitration or administrative proceeding,
when compelled by subpoena, regulation or court order to do so, or as necessary to enforce this
Agreement or in the prosecution of claims against another Party not subject to any release or the
mutual covenant not to sue set forth herein.
6. Each Party to Bear Its Own Legal Fees through Effective Date. Each Party hereto
hereby acknowledges its understanding that it is responsible for all of its expenses, costs, and
attorney fees incurred prior to the Effective Date of this Agreement which arose out of or are
connected with the claims released herein, and it acknowledges that no other Party has agreed to
reimburse it for any such expenses or to make any payments to it or take any other act other than
as expressly stated in this Agreement.
7. Severability. Any term or provision of this Agreement that is prohibited by law,
unlawful, or unenforceable under applicable law, shall be ineffective only to the extent of such
prohibition without invalidating the remaining terms and provisions of this Agreement.
8. Governing Law and Forum Selection. This Agreement shall be governed by the
laws of the State of Maryland. Any appropriate state court of Maryland located in Montgomery
County, Maryland and the United States District Court for the District of Maryland, Southern
Division, shall be the exclusive venues for the adjudication of any disputes regarding this
Agreement. The Parties consent to venue and jurisdiction and waive all questions and defenses
of personal jurisdiction, improper venue, or forum non conveniens for the purpose of any action
described in this section.
9. Successors and Assigns. This Agreement and the obligations hereunder may not be
assigned without the express written consent of all Parties hereto. This Agreement shall be
binding upon the Parties hereto and their respective successors and permitted assigns.
10. No Construction Against Drafter. The Parties hereto acknowledge and agree that
they and their respective legal counsel have each had an opportunity to provide input into the
language used in this Agreement, and, accordingly, they all agree that this Agreement shall not,
solely as a matter of judicial construction, be construed more severely against one of the Parties
than any other Party.
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11. No Admission of Liability. The Parties agree and understand that nothing contained
in this Agreement shall be construed as an admission of any liability on the part of any person or
entity for any matter, all liability being denied.
12. Entire Understanding. This Agreement constitutes the entire understanding of the
Parties with regards to the matters addressed herein. With respect to their execution of this
Agreement, each Party hereby acknowledges that it has not relied on any representation, express
or implied, made by any other Party or such other Party's legal counsel, except as expressly
provided for herein.
13. Advice of Counsel. Each Party hereto represents and warrants that it has been given
an opportunity to review this Agreement with an attorney of its choosing, that it has read this
Agreement, and that it understands the terms used herein. Each Party hereto further represents
and warrants that it has had the opportunity to investigate this matter and determine the
advisability of entering into this Agreement, and it has entered into this Agreement freely and
voluntarily.
14. Modification. This Agreement may not be released, discharged, abandoned,
supplemented, changed, or modified in any manner, orally or otherwise, except by a written
instrument signed by all Parties.
15. Recitals Incorporated. The recitals set forth as the introductory Whereas clauses
to this Agreement are integral, material and substantive provisions of this Agreement, and are
hereby incorporated into this Agreement by this reference.
16. Headings Not Controlling. The headings in this Agreement have been inserted for
convenience only and are not to be considered when construing the provisions of this
Agreement.
17. Counterparts / Scanned or Faxed Signatures. To facilitate execution, this
Agreement may be executed in as many counterparts as may be required. It shall not be
necessary that the signature on behalf of any Party hereto appear in each counterpart hereof, and
it shall be sufficient that the signature on behalf of any Party hereto appear on one or more such
counterparts. The signature of a Party that is sent by facsimile transmission or email as a
scanned (PDF) copy shall be deemed to be the original signature of such Party for all purposes.
Likewise, a copy of an original signature page, facsimile signature page, or scanned (PDF)
signature page shall be deemed to be the original signature of such Party for all purposes. All
counterparts shall collectively constitute a single agreement.

IN WITNESS WHEREOF, and intending to be legally bound thereby, the Parties hereby
execute this Agreement on the dates indicated below.

_____________________________
Robert T. Scheer

_______________
Date

CoesterVMS.com, Inc.

By: _________________________
Brian Coester, CEO

_______________
Date

_____________________________
Brian Coester

_______________
Date