Exhibit 10.2
Name Agreement Dated April 19th, 2003
NAME AGREEMENT
DATED FOR REFERENCE THE 19TH DAY OF APRIL, 2003
BETWEEN
NATIONSRX, INC.
Suite 114-201
00000 Xxxxxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxx 00000
(Hereinafter referred to as "Seller" )
OF THE FIRST PART,
AND:
ECLIPSE ENTERTAINMENT GROUP, INC.
Suite JJ1
00-000 XXX 000
Xxxx Xxxxxx, Xxxxxxxxxx 00000
(hereinafter referred to as "Buyer")
OF THE SECOND PART,
RECITALS
A. Buyer, a Nevada Corporation wishes to change its name to one more expressive
of its new direction and focus.
B. Seller, a California Corporation, has been operating their business under the
name "NationsRx, Inc."
C. Buyer wishes to change their name immediately to "NationsRx, Inc."
In consideration of one dollar and other good and valuable consideration, the
parties hereby agree to the following terms and conditions
a. The Seller herby agrees to allow the Buyer the rights to the name "NationsRx,
Inc." all variations thereon and trademarks of Nations Rx, Inc. and the right to
immediately begin using the name "NationsRx" in all markets and to so operate
from the day of its choosing forward.
b. Seller further agrees to allow Buyer full right and access to the logos,
trade marks and other identifying items related to the name NationsRx, Inc., and
at the request of the Buyer to immediately change their name to a name that will
not create confusion with the Buyer using the name "NationsRx, Inc."
c. Buyer agrees to diligently pursue its involvement in the Pharmaceutical field
and to seek approvals for its transactions with the Seller in an expeditious
manner and requires the Seller to change its name to one which will not cause
confusion with the Buyer and cease using any and all trademarks associated with
its previous name "NationsRx".
4. Any notice required or permitted to be given under this Agreement shall be in
writing in the English language and may be hand delivered, telexed, cabled, sent
via facsimile or mailed by airmail (return receipt requested, postage prepaid)
and shall be deemed given when received. Notices shall be addressed as follows:
(a) Notices to Seller: address first written above
(b) Notices to Buyer: address first written above
5. English language shall be controlling for all purposes,. and any language
translation shall not affect the meaning or interpretation of the Agreement.
6. This Agreement is executed in two originals, all in the English language.
7. The headings contained in the Agreement are for reference purposes only and
shall not affect the meaning or interpretation of the Agreement.
8. Either party's waiver of any breach, or failure to enforce any of the terms
and conditions of this Agreement, at any time, shall not in any way affect,
limit or waive such party's right thereafter to enforce and compel strict
compliance with every term and condition of the Agreement.
9. The construction, performance and completion of this Agreement is to be
governed by the laws of Nevada, USA, without giving effect to the principals of
conflicts of law thereof.
10. Seller acknowledges that Buyer may be required by law to disclose and/or
register this Agreement with governmental authorities, and consents to such
disclosure, provided however, that Buyer shall inform Buyer of all such required
disclosures and/or registrations made by Buyer. All such registrations, shall,
unless prohibited by local law, identify Buyer as a Buyer of Seller.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
NationsRx, Inc.
By:
---------------------------------
Xxxxx Xxxxxx, President and CEO
Eclipse Entertainment Group, Inc.
By:
---------------------------------
Art Birzneck, President
