Idaho Pre Incorporation Agreement

PREINCORPORATION AGREEMENT

THIS AGREEMENT made this day of , 20, by and between the following individuals, hereinafter the “Parties”:

W I T N E S S E T H:

WHEREAS, the Parties are currently in the pre-incorporation stages of the formation of a corporation to be named , and to be organized pursuant to the laws of the State of Idaho hereinafter "Corporation".

WHEREAS, the Parties believe it is in their best interest to unanimously agree to terms providing for the operation, management and control of the Corporation in order to achieve their aims and purposes.

WHEREAS, the Parties, having agreed that, following the formation of the proposed Corporation, they, acting as Shareholders shall elect, from their number, individuals to serve as Directors.

I. The Parties agree to form a corporation named under the laws of the State of Idaho. If the proposed name of the Corporation is unavailable, the Parties shall agree on a substitute name.

The Parties further agree that the formation of the Corporation shall be completed no later than the day of , 20, excepting for time for reasonable delays.

The Articles of Incorporation shall be signed by , who shall promptly call a meeting of the proposed Shareholders and Directors within five (5) days of formation of the corporation.

The Parties agree that the corporation shall be formed for the purpose of engaging in the business of and any other business authorized by the laws governing corporations in the State of Idaho.

shall devote his/her/their full time and efforts to further the business of the corporation until such time as the shareholders relieve such person(s) from this provision.

The following persons shall be engaged by the Corporation in the positions, and for the salary indicated, until such time as a majority of the Shareholders determine otherwise.

Name Position Salary/Yr

The initial capital contribution of the Shareholders of the Corporation shall, to the extent possible and reasonable to further the business of the Corporation, be allocated by the Officers and Directors of the Corporation as follows: (estimates are annual)

A. Equipment D. Salaries G. Rent

B. Services E. Advertising H. Phones

C. Supplies F. Utilities I. Working Capital

II. The Parties agree to cause the Corporation to issue stock to the Parties in the following number and for the stated consideration:

Name # of Shares Consideration (Cash or Property)

III. The Parties agree, acting as Shareholders, to elect the following persons as Directors of the Corporation:

IV. At the initial meeting of the Board of Directors, they shall accept, ratify and acknowledge this Agreement by Resolution as the basis for the operation of the Corporation and shall take all reasonable steps to implement it.

V. The Parties hereto agree to execute the following documents attached hereto as Exhibits, and incorporated herein as though set forth in full, at the organizational meeting of the Corporation:

Exhibit A Shareholders Agreement for Stock Purchase

Exhibit B Confidentiality Agreement

VI. The Parties agree to adopt "S" status of the Corporation for federal tax purposes from the date the Corporation is formed and such status shall continue unless percent (%) of outstanding stock of the Corporation is voted in such a manner as to consent to the revocation of such status.

VII. Until otherwise agreed, the Directors shall, unless one is either no longer a Director, vote, in person or by proxy, for the following officers:

President

Vice President/Treasurer

Secretary

VIII. Restrictive Endorsements shall be set forth on all the stock certificates for the Corporation which shall state that such stock is subject to the Exhibits attached hereto as well as to the voting restrictions contained herein.

IX. The Corporation shall do its banking business at or at such bank, or banks, as determined in the sole discretion of the Directors. The signature of any officer(s) of the Corporation shall be sufficient for checks or drafts up to the amount of ($ ). The joint signature of either or as one party, and as the other party will be necessary for any check over the amount of ($).

X. The Shareholders consent that upon the occurrence of a situation whereby the operating capital of the Corporation is not sufficient to meet operating expenses and upon a majority vote by the Shareholders, the required amount of funds shall be set and each Shareholder shall be required to make a contribution to the whole in the same proportion as their shares bears to the number of outstanding shares. Each Shareholder shall make the required contribution as to such total request within () days of request of a Shareholder in the proportion of their stock ownership interest in the Corporation. Failure to make such contribution within said () days will result in the then remaining Shareholders having the right to purchase the pro-rata share of the stock held by the Shareholder who has failed to make his capital contribution by purchasing the capital contribution together with interest at the “prime” at the time of purchase as established by plus one percent.

XI. The Corporation shall utilize the accrual method of accounting with a year ending in December of any given year.

XII. The initial corporate offices shall be located at until such location is changed by the Shareholders. Corporate books shall be kept in the offices of the Corporation unless the Shareholders agree otherwise. The books are to be maintained under generally accepted accounting standards with sufficient controls and audit trail necessary for easy outside review. A monthly financial operating statement shall be sent to each Shareholder not later than () working days after the last day of the previous month.

XIII. For transactions involving amounts up to and including ($), any officer of the Corporation is authorized to enter into any and all contracts and leases for the improvements, purchase, maintenance, sale, lease or other disposition of corporate property in the form customary for such agreements. Furthermore, to the extent of the above stated limit, an officer may borrow money on behalf of the Corporation at commercially reasonable terms. Any transaction of whatever kind, over and above the amount of ($) shall be agreed to in writing prior to the binding the Corporation to the same by Shareholders holding a minimum of percent (%) of the outstanding shares of the Corporation.

XIV. The Shareholders hereof shall be respectively entitled to reimbursement from the Corporation for all personal out-of-pocket direct costs, including on-site costs incurred by them in furtherance of the Corporation's business. Such Shareholders shall furnish written receipts relative to the same upon request. It is expressly understood that no cost over and above ($) shall be incurred without the written consent of the Shareholders holding a minimum of seventy-five (75%) of the outstanding shares of the Corporation.

XV. The Parties hereby agree that, in the event any Party shall elect to relinquish their shares pursuant to the Shareholder’s Agreement to be executed as provided in Paragraph III, they shall execute a reasonable Non-Competition Agreement to be negotiated between the parties.

XVI. The parties hereto agree to execute any and all necessary documents required to carry out the terms of this Agreement.

XVII. This Agreement shall be binding upon, and inure to the benefit of the parties thereto, their legal representatives, successors and assigns. However, no assignment shall be made of the rights hereunder without the prior written consent of the other parties.

XVIII. This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho.

XIX. This Agreement embodies and constitutes the entire understanding between the parties with respect to the transactions contemplated herein. All prior or contemporaneous agreements, understandings, representations, oral or written, are merged into this Agreement.

Neither this Agreement nor any provision hereof may be waived, modified, amended, discharged or terminated except by an instrument in writing signed by the party against which the enforcement of such waiver, modification, amendment, discharge or termination is sought and then only to the extent set forth in such instrument.

XX. In the event a party to this Agreement must employ an attorney to enforce the provisions hereof or to secure performance by a defaulting party under the terms herein stated, the prevailing party in litigation arising there from shall be entitled to an award of its reasonable attorney's fees both on trial and the appellate level incurred in enforcing this Agreement and/or securing performance of the terms herein stated.

XXI. This Agreement shall have an initial term of () years and shall be renewed for five (5) year terms automatically and perpetually thereafter unless a Shareholder decides to terminate the same within sixty (60) days of the end of a term, whereupon such Shareholder shall be deemed to have offered his stock under the Buy-Sell Agreement described above as amended.

This Agreement shall terminate upon the earlier of the following:

a. Dissolution of the Corporation;

b. Mutual agreement of the parties hereto;

XXII. All notices that the parties hereto may desire or be required to give hereunder shall be deemed to have been properly given and shall be effective when and if sent by U.S. regular mail, postage prepaid, U.S. certified mail and/or by personal delivery or by courier, addressed to the following:

NAME ADDRESS

This Agreement has been entered into on the date set forth above.

Shareholders:

ACCEPTANCE, RATIFICATION AND ACKNOWLEDGMENT

By Resolution of the Board of Directors of Corporation, the PREINCORPORATION AGREEMENT, attached hereto, made on the day of , 20, is hereby accepted, ratified and acknowledged.

SHAREHOLDERS AGREEMENT, STOCK TRANFER RESTRICTIONS AND BUY-SELL AGREEMENT

THIS AGREEMENT made this the day of , 20, by and between the Shareholders of , a corporation of the State of Idaho, hereinafter "Corporation", who own all the outstanding capital stock of the Corporation, and the Corporation.

The purpose of this Agreement is (1) to provide for the sale by a Stockholder during his lifetime, or by a deceased Stockholder's Estate, of his interest in the Corporation, and for the purchase of such interest by the Corporation, at a price fairly established; (2) and to provide all or a substantial part of the funds for the purchase.

I. At this time of the execution of this agreement, the outstanding capital stock of the Corporation consists of shares, and each Stockholder's interest is as follows:

II. If a Shareholder desires to sell or transfer of all or any part of his stock during his lifetime, he shall give the Corporation and each of the other Shareholders written notice of his intention.

III. At this time, the total value of the capital stock of the Corporation for the purposes of this Agreement, is $, which is $ per share.

IV. In the event of the death of a shareholder, the Corporation, in exercising its option to purchase under Article I and II of this Agreement, shall tender full payment to the Estate or duly authorized Personal Representative of the deceased Shareholder.

V. This Agreement may be amended at any time in any particular way by a writing signed by all the Shareholders.

VI. This Agreement shall be binding upon the Shareholders, their heirs, legal representatives, successors and assigns and upon the Corporation, its successors or assigns.

VII. The Corporation, the Shareholders, the Personal Representative of any deceased Shareholder, and all other parties bound by this Agreement shall promptly execute and deliver any documents necessary and useful to carry out the provisions of this Agreement.

VIII. If, at any time, the provisions of applicable statutes or of its charter or by-laws prevent the Corporation from making a purchase required hereunder, the Corporation and the Shareholders shall take any action which may be necessary to enable the Corporation to make such purchase.

IX. Any notice provided for under this Agreement shall be deemed duly given if delivered or mailed by certified or registered mail to the party entitled to receive such notice at the address of such party contained in the records of the Corporation.

X. This Agreement shall be construed according to the laws of the State of Idaho.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

CONFIDENTIALITY AGREEMENT

THIS AGREEMENT made this the day of , 20, by and between the Shareholders of , a corporation of the State of Idaho, hereinafter "Corporation", who own all the outstanding capital stock of the Corporation, and the Corporation.

This Confidentiality Agreement (the “Agreement”) is between the following parties:

and (“Corporation”).

I. Except as otherwise provided in this Agreement, all information disclosed by customers, one or more of the Parties, (list others) to the Company is Confidential Information and shall be protected by the Company and each of the Parties hereto.

II. Confidential Information shall constitute all information concerning (whether prepared by , its representatives, advisors or others), whether furnished before or after the date of this Agreement and regardless of the manner in which it is furnished.

III. Except as specifically authorized by Resolution of the Board of Directors in writing, the Party hereto shall not reproduce, use, distribute, disclose or otherwise disseminate the Confidential Information.

IV. The Parties agree that access to Confidential Information will be limited to those employees or other authorized representatives of the Company who need to know such Confidential Information in connection with their work related to this Agreement and have signed agreements obligating them to maintain confidentiality.

V. The Parties duty to protect the Confidential Information pursuant to the Agreement extends both during the term of this Agreement and after its expiration or termination.

VI. Any Confidential Information provided to the Parties shall be used only in furtherance of the Purpose described in this Agreement, and shall be, upon request at any time, returned to the .

VII. The standard of care for protecting Confidential Information imposed on the Parties will be that degree of care the Party uses to prevent disclosure, publication or dissemination of its own Confidential Information, but no less than reasonable care.

VIII. In providing any information hereunder a Party makes no representations, either express or implied, as the information’s adequacy, sufficiency, or freedom from defect of any kind.

IX. This Agreement contains the entire agreement relative to the protection of information to be exchanged hereunder, and supersedes all prior or contemporaneous oral or written understandings or agreements regarding the issue.

X. Nothing contained in this Agreement shall, by express grant, implication, estoppel or otherwise, create in either party any right, title, interest or license in or to the inventions, patents, technical data, computer software or software documentation of the other party.

XI. Nothing contained in this Agreement shall grant to a Party the right to make commitments of any kind or on behalf any other Party or the Company without the prior written consent of that other party.

XII. The effective date of this Agreement shall be the date upon which the last signatory below executes this Agreement.

XIII. This Agreement shall be governed and construed in accordance with the laws of the .

XIV. This Agreement may not be assigned or otherwise transferred by either party in whole or in part without the express prior written consent of the other party.

XV. This Agreement shall benefit and be binding upon the successors and assignees of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.