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*Please note that these requirements are subject to change due to the companys limited

registration in the first quarter ( 12 weeks ).

THE FOUNDERS AGREE TO KEEP THE BUSINESS CONCEPT AND TECHNOLOGY CONFIDENTIAL;
DISCLOSURE OF THE BUSINESS CONCEPT AND TECHNOLOGY WILL OCCUR ONLY ON AN AS-
NEEDED BASIS AND ONLY UPON CONSENT OF ALL FOUNDERS. NOTWITHSTANDING SUCH
UNANIMOUS CONSENSUAL DISCLOSURES, THE FOUNDERS SHALL TAKE ALL NECESSARY STEPS
TO KEEP THE BUSINESS CONCEPT AND TECHNOLOGY CONFIDENTIAL UNTIL THE FORMATION
OF THE COMPANY, AT WHICH TIME THE FOUNDERS SHALL FURTHER DETAIL AND DEFINE ANY
CONFIDENTIALITY OBLIGATIONS.

*REQUIREMENTS:

THIS AGREEMENT TAKES EFFECT IMMEDIATELY AS OF THE EFFECTIVE DATE,

and remains in full force and effect until the Contractor has completed the Services (the
"Term"), unless earlier terminated under this Section .

POSITION. YOUR WILL INITIALLY REPORT TO THE COMPANYS MANAGER(S). This is a part-
time position. While you render services to the Company, you are free to engage in other
employment, consulting, or other business activity as long as it does not create a conflict of
interest with the Company. BY SIGNING THIS LETTER AGREEMENT, YOU CONFIRM TO THE
COMPANY THAT YOU HAVE NO CONTRACTUAL COMMITMENTS OR OTHER LEGAL
OBLIGATIONS THAT WOULD PROHIBIT YOU FROM PERFORMING YOUR DUTIES FOR THE
COMPANY

EACH FOUNDER HEREBY COMMITS TO CONTRIBUTE UP TO $[35.000 / PER REQUESTED


TIMEFRAME CONTRACT]

toward Company expenses when called by the Company,

as NON-REFUNDABLE CAPITAL CONTRIBUTIONS.

The Company must make capital calls of Founders on a pro rata basis.

FIRST, IN EQUAL PROPORTION TO ALL FOUNDERS WHO HAVE CONTRIBUTED CASH THAT HAS
NOT BEEN REPAID,

UNTIL EACH FOUNDER HAS BEEN PAID OUT TO THE EXTENT OF SUCH CONTRIBUTIONS IN FULL;

Incur any debt on the Companys behalf or employ its credit,

other than receivables to trade creditors in the ordinary course of business not to exceed

$95000 ( PER CO-FOUNDER ) INDIVIDUALLY AND $745000 IN AGGREGATE ( PER MANAGER ) ;

------INITIATE ANY VOLUNTARY BANKRUPTCY PROCEEDING;

liquidate or dissolve the Company, or distribute substantially all of its assets and business;

The Founders agree to keep all non-public information with respect to Project IP confidential

and not to disclose it to any other party,

I _ appoint _ as my agent to act for me in

any lawful way with respect to the following initialed subjects:

REAL PROPERTY TRANSACTIONS.

TANGIBLE PERSONAL PROPERTY TRANSACTIONS.

STOCK AND BOND TRANSACTIONS.

COMMODITY AND OPTION TRANSACTIONS.

BANKING AND OTHER FINANCIAL INSTITUTION TRANSACTIONS.

BUSINESS OPERATING TRANSACTIONS.

INSURANCE AND ANNUITY TRANSACTIONS.

ESTATE, TRUST, AND OTHER BENEFICIARY TRANSACTIONS.

CLAIMS AND LITIGATION.


All of the powers listed above.

by accepting or acting under the appointment,

the agent assumes the fiduciary and other l

egal responsibilities of an agent.

I agree that any third party who receives a copy of

this document may act under it.

Revocation of the power of attorney is not effective as to a

third party until the third party learns of the revocation.

I agree to indemnify the third party for any claims that

arise against the third party because of reliance on this

power of attorney.

BY SIGNING BELOW, each Founder indicates acceptance of the terms of this agreement in their
entirety

as of the date first written above, and represents and warrants to the Company and each other
Founder

that he has fully read and understood this agreement, and that to each Founders knowledge,

no law or third-party obligation would prevent each such Founder from entering into and
performing this

agreement in full. For the convenience of the parties, this agreement may be executed
electronically

and in counterparts. Each counterpart shall be binding, and all of them shall constitute one
and the same instrument.

------
*If A Founder rejects as a partner of the Company at any point in time, then the Company will
dissolve,

and this agreement will terminate immediately upon completion of the winding up of the
Company and

distribution of its assets and liabilities in accordance with this agreement.

REMOVAL BY MAJORITY VOTE SHOULD BE USED AS A LAST RESORT.

-----

Dennis A. Walden
Directorate support/Secretariat of the Corporate Department Legal affairs .
Hayward SV. 23001

828-384-2346