This Pre-Incorporation Agreement (Development of a Concept) is between two parties who have developed a concept and desire to exploit this concept together through formation of a corporation. This agreement sets forth the names of the parties, the party who developed the concept or idea, which party provided guidance about the idea and the parties' desire to obtain a licensing agreement with a company who will manufacture and distribute a product borne from the concept. It also sets forth that upon entering into a licensing agreement the parties will form a corporation.

In regard to the corporation, the parties agree to enter into a shareholders' agreement, designate directors and agree to transfer of shares within certain perimeters. The agreement also contains optional provisions regarding S-Corp Election.

This Pre-Incorporation Agreement (Development of Concept) includes the following provisions:

• Parties: Identifies the parties entering into this agreement and that one party conceived the idea, the other provided counsel and expertise and both have decided to exploit the idea together;
• Corporate Formation/Subscription: The parties agree to incorporate under a mutually agreeable name, number of shares to be authorized and that both parties shall subscribe to purchase a specific number of shares;
• Formation of S Corporation: This agreement contains optional provisions regarding the formation and election of a S Corporation;
• Stock Certificate: Sets out the specific language which should be placed on any and all stock certificates of the corporation;
• Signature: Both parties must sign this agreement.

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This attorney-prepared packet contains:

1. General Information
2. Instructions and Checklist
3. Pre-Incorporation Agreement (Development of a Concept)

State Law Compliance: This form complies with the laws of all states