Anonymous Data Corporation
PRE INCORPORATION AGREEMENT
This PRE INCORPORATION AGREEMENT ("Agreement") is made by and between;
Anonymous Data Inc. (In Formation)
0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
(000) 000-0000
a Nevada Corporation (hereinafter referred to as "Anonymous"), and;
Xxxxx Xxxxxxx
0000 Xxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
an individual (hereinafter referred to as "Xxxxxxx"). Collectively,
Anonymous and Xxxxxxx are hereinafter referred to as "THE PARTIES".
WITNESSETH
WHEREAS, Xxxxxxx is the owner of patent rights pending, relating to a
medical biometric identification system ("Product"), and
WHEREAS, Anonymous is in its pre incorporation status, with a Nevada
corporation prepared and being filed within ten days following this
Agreement, and
WHEREAS, Anonymous desires to obtain an agreement for purposes of
distributing, reselling, marketing, and using the Product, on an exclusive
basis.
THEREFORE, in consideration of the mutual covenants contained herein and
other good and valuable consideration, it is agreed as follows.
DEFINITIONS AND INTERPRETATIONS
1. Captions and Section Numbers.
The headings and section references in this Pre Incorporation Agreement are
for convenience of reference only and do not form a part of this Pre
Incorporation Agreement and are not intended to interpret, define or limit
the scope, extent or intent of this Pre Incorporation Agreement or any
provisions thereof.
2. Extended Meanings.
The words "hereof", "herein", "hereunder", "hereto" and similar expressions
used in any clause. Paragraph or section of this Pre Incorporation
Agreement and any Addendum and/or Exhibit
attached to this Pre Incorporation Agreement shall relate to the whole of
this Pre Incorporation Agreement including any attached Addendum and/or
Exhibit and not to that clause, paragraph or section only, unless otherwise
expressly provided.
3. Number and Gender.
In this Pre Incorporation Agreement words importing the masculine gender
include the feminine or neuter gender and words in the singular include the
plural, and vice versa.
4. Section References and Schedules.
Any reference to a particular "article", "section", "paragraph" or other
subdivision of this Pre Incorporation Agreement and any reference to a
schedule, addendum or exhibit by name, number and/or letter shall mean the
appropriate schedule, addendum or exhibit attached to this Pre
Incorporation Agreement and by such reference is incorporated into and made
part of this Pre Incorporation Agreement.
AGREEMENT
5. Agreement to License. Xxxxxxx agrees to provide exclusively to
Anonymous, on an option basis, the Product, upon terms and conditions to be
established by the Parties in a formal License Agreement to be executed at
a later date. The Parties acknowledge that upon completion of a formal
agreement, then this Agreement shall be superceded by such Agreement.
6. Agreement to Transfer Shares. Anonymous is currently in formation by
Xxxxxxx, and agrees, based upon Xxxxxxx providing the option to Anonymous
to acquire rights from Xxxxxxx in the future, that Xxxxxxx will receive six
million (6,000,000) shares of Anonymous stock at a price of $0.02 per
share, to be paid for over the next two years. The Parties acknowledge that
Anonymous has no other assets other than this option, and that the value of
the shares is extremely difficult to establish. There is no representation
whether implied or otherwise as to the value of the shares being issued.
The shares shall be restricted pusuant to Rule 144 as amended by the
Securities Exchange Commission.
7. Trade Secrets and Inventions.
Anonymous shall treat as proprietary any and all information belonging to
Xxxxxxx, it's affiliates or any third parties disclosed to Anonymous in the
course of the relationship between Xxxxxxx and Anonymous.
8. Notices.
All notices hereunder shall be in writing and addressed to the party at the
address herein set forth, or at such other address which notice pursuant to
this section may be given, and shall be given by either certified mail,
express mail or other overnight courier service. Notices shall be deemed
given upon the earlier of actual receipt or three (3) business days after
being mailed or delivered to such courier service. Any notices to be given
hereunder shall be effective if executed by and/or sent by the attorneys
for THE PARTIES giving such notice and, in connection therewith, THE
PARTIES and their respective counsel agree that in giving such notice such
counsel may communicate directly in writing with such party to the extent
necessary to give such notice.
9. Exclusion With Respect To Partnership.
THE PARTIES agree that in no way shall this Pre Incorporation Agreement be
construed as being an act of partnership between THE PARTIES hereto and
that no party hereto shall have, as a result of the execution of this Pre
Incorporation Agreement, any liability for the commitments of any other
party of any type, kind, son or variety.
10. Time Is Of The Essence.
Time is hereby expressly made of the essence of this Pre Incorporation
Agreement with respect to the performance by THE PARTIES of their
respective obligations hereunder.
11. Inurement.
This Pre Inorporation Agreement shall inure to the benefit of and be
binding upon THE PARTIES hereto and their respective heirs, executors,
administrators, personal representatives, successors, assigns and any
addendum attached hereto.
12. Entire Agreement.
This Pre Incorportion Agreement contains the entire agreement of THE
PARTIES. It is declared by THE PARTIES that there are no other oral or
written agreements or understanding between them affecting this Agreement
or relating to the business of Anonymous. The Parties intent to immediately
complete the formation of a Nevada corporation, at which time this
agreement shall be ratified by the authorized Board of Directors.
13. Amendments
This Agreement may be modified or amended provided such modifications
or amendments are mutually agreed upon by and between THE PARTIES hereto
and that said modifications or amendments are made only by an instrument in
writing signed by THE PARTIES or an oral agreement to the extent that THE
PARTIES carry it out.
14. Waivers.
No waiver of any provision or condition of this Agreement shall be valid
unless executed in writing and signed by the party to be bound thereby, and
then only to the extent specified in such waiver. No waiver of any
provision or condition of this Agreement shall be construed as a waiver of
any other provision or condition of this Agreement, and no present waiver
of any provision or condition of this Agreement shall be construed as a
future waiver of such provision or condition.
15. Non-waiver.
The failure of either party, at any time, to require any such performance
by any other party shall not be constructed as a waiver of such right to
require such performance, and shall in no way affect such party's right to
require such performance and shall in no way affect such party's right
subsequently to require a full performance hereunder.
16. Construction of Agreement.
Each party and its counsel have participated fully in the review and
revision of this Agreement. Any rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not apply
in the interpretation of this Agreement.
17. Applicable Law.
THIS AGREEMENT IS EXECUTED PURSUANT TO AND SHALL BE INTERPRETED AND
GOVERNED FOR ALL PURPOSES BY THE LAWS OF THE STATE OF NEVADA FOR WHICH THE
COURTS IN XXXXX COUNTY, NEVADA SHALL HAVE JURISDICTION WITHOUT GIVING
EFFECT TO THE CHOICE OR LAWS OR CONFLICT OF LAWS RULES THEREOF OR OF ANY
STATE.
19. Severability.
If any provision of this Agreement shall be held to be contrary to law,
void, invalid or unenforceable for any reason, such provision shall be
deemed severed from this Pre Incorporation Agreement and the remaining
provisions of this Agreement shall continue to be valid and enforceable. If
a Court finds that any provision of this Agreement is contrary to law,
void, invalid or unenforceable and that by limiting such provision it would
become valid and enforceable, then such provision shall be deemed to be
written, construed and enforced as so limited.
20. Execution In Counterpart: Telecopy-Fax.
This Pre Incorporation Agreement may be executed in counterparts, not
withstanding the date or dates upon which this Pre Incorporation Agreement
is executed and delivered by any of THE PARTIES, and shall be deemed to be
an original and all of which shall constitute one and the Pre Incorporation
Agreement effective as of the reference date first written below. The fully
executed telecopy (fax) version of this Pre Incorporation Agreement shall
be construed by all parties hereto as an original version of said Pre
Incorporation Agreement.
IN WITNESS WHEREOF, THE PARTIES hereto have set forth their hands and
seal in execution of this Pre Incorporation Agreement made this 1st day of
November 1996, by and between;
For and in behalf of Anonymous: Xxxxx Xxxxxxx
By:/s/ Xxxxx X. Xxxxxxx /s/Xxxxx X. Xxxxxxx
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