EXHIBIT 10.4
AGREEMENT
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THIS AGREEMENT MADE EFFECTIVE AS OF April 7, 2004 (the "Effective Date").
BETWEEN:
REACH TECHNOLOGIES, INC
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Xxxxx 000 - 0000X Xxxxxxxx Xxx
Xxxxxxxx, X.X.
X0X 0X0
("REACH")
AND:
GOLDEN HAND RESOURCES INC.
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Suite 679, 000-000 Xxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxx Xxxxxxxx.
X0X 0X0
("GOLDEN HAND")
WHEREAS:
A. REACH (a British Columbia Corporation) is in the business
producing Digital Data Recorders;
B. GOLDEN HAND (a Washington Corporation) is a corporation wishes
to continue to market REACH'S Digital Data Recorders through a Licensing
Agreement with REACH dated September 22, 2000 and subsequently amended October
31, 2001 and June 10, 2002;
C. REACH and GOLDEN HAND wish to amend the Licensing Agreement
dated September 22, 2000 and subsequently amended October 31, 2001 and June 10,
2002 as it pertains to Exclusivity (the "Transaction");
D. REACH and GOLDEN HAND agree that this Agreement will
constitute a binding agreement upon them in respect of the Transaction, such to
be on the terms and conditions contained herein; NOW THEREFORE THIS AGREEMENT
WITNESSES that in consideration of the covenants and agreements herein
contained, the parties hereto do covenant and agree (the "Agreement") each with
the other as follows:
1. REPRESENTATIONS AND WARRANTIES
1.1 GOLDEN HAND represents and warrants to REACH that GOLDEN HAND
has good and sufficient right and authority to enter into this
Agreement and carry out its obligations under this Agreement
on the terms and conditions set forth herein, and this
Agreement is a binding agreement upon GOLDEN HAND enforceable
against it in accordance with its terms and conditions.
1.2 REACH represents and warrants to GOLDEN HAND that REACH has
good and sufficient right and authority to enter into this
Agreement and carry out its obligations under this Agreement
on the terms and conditions set forth herein, and this
Agreement is a binding agreement upon REACH enforceable
against it in accordance with its terms and conditions.
2. LICENSE AMENDMENT
2.1 The parties agree that, in exchange for a payment of $4,232.74
and the forgiveness of the remaining promissory notes of
$16,741.65 ($20,974.39 - $4,232.74) and all remaining accrued
interest (approximately but not limited to $3,653.43) owed by
GOLDEN HAND to REACH and subject to the terms and conditions
of this Agreement, GOLDEN HAND agrees to convert the licence
to a worldwide non-exclusive licence
2.2 All other terms in the Licensing Agreement originally dated
September 22, 2000 and subsequently amended shall remain.
3. GENERAL
3.1 Time and each of the terms and conditions of this Agreement
shall be of the essence of this Agreement.
3.2 This Agreement constitutes the entire agreement between the
parties hereto in respect of the matters referred to herein.
3.3 The parties hereto shall execute and deliver all such further
documents and do all such acts as any party may, either before or after the
execution of this Agreement, reasonably require of the other in order that the
full intent and meaning of this Agreement is carried out.
3.4 No amendment or interpretation of this Agreement shall be
binding upon the parties hereto unless such amendment or interpretation is in
written form executed by all of the parties to this Agreement.
3.5 Any notice or other communication of any kind whatsoever to be
given under this Agreement shall be in writing and shall be delivered by hand,
email or by mail to the parties at:
Reach Technologies, Inc. Golden Hand Resources Inc.
Suite 103 - 0000X Xxxxxxxx Xxx Xxxxx 000, 185-911 Xxxxx Street,
Victoria, B.C. Xxxxxxxx, Xxxxxxx Xxxxxxxx.
X0X 0X0 X0X 0X0
Attention: Xxxxx Xxxxx Attention: Xxxx Xxxxxxxxxxxxx
or to such other addresses as may be given in writing by the parties hereto in
the manner provided for in this paragraph.
3.6 This Agreement shall be governed by the laws of Washington
State applicable therein, and the parties hereby attorn to the jurisdiction of
the Courts of Washington State.
3.7 This Agreement may be signed by fax and in counterpart. IN
WITNESS WHEREOF the parties have hereunto set their hands and seals effective as
of the Effective Date first above written.
SIGNED, SEALED AND DELIVERED BY SIGNED, SEALED AND DELIVERED BY
REACH TECHNOLOGIES, INC. GOLDEN HAND RESOURCES INC.
per: per:
/s/ Xxxxx Xxxxx /s/ Xxxx Xxxxxxxxxxxxx
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Authorized Signatory Authorized Signatory
Name of Signatory: Xxxxx Xxxxx Name of Signatory: Xxxx Xxxxxxxxxxxxx
Title of Signatory: Director Title of Signatory: Director
