Distribution License Agreement

DISTRIBUTION LICENSE AGREEMENT

This Distribution License Agreement ("Agreement") is entered into as of Effective Date: by and between Licensor Name: a Corporation LLC Individual, organized under the laws of , with principal place of business at ; and Licensee Name: a Corporation LLC Individual, organized under the laws of , with principal place of business at .

RECITALS

WHEREAS, Licensor develops, owns and controls certain products, product designs, trademarks, trade names, copyrights and related intellectual property used in connection with the products described below (the "Products"); and

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a license to distribute the Products under the terms and conditions set forth herein; and

WHEREAS, the parties intend that the license granted hereunder set forth the rights, obligations, and financial terms applicable to distribution and promotion of the Products.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. GRANT OF LICENSE

1.1 Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a Exclusive Non-exclusive license to distribute the Products described as: within the Territory described below, and to use Licensor's trademarks and marketing materials solely as permitted by this Agreement.

1.2 Scope. The license granted is limited to distribution, marketing and sale of the Products; Licensee shall not manufacture, reverse engineer, decompile, adapt or create derivative works of the Products without Licensor's prior written consent.

2. TERRITORY

2.1 Territory. The rights granted under this Agreement are limited to the following geographic territory: .

3. TERM AND TERMINATION

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of years, unless earlier terminated pursuant to this Agreement.

3.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any provision of this Agreement and fails to cure the breach within days after receipt of written notice specifying the breach.

3.3 Insolvency. Either party may terminate immediately upon written notice if the other party becomes insolvent, files for bankruptcy, or has a receiver appointed for substantially all of its assets.

4. CONSIDERATION; PAYMENTS

5. REPORTS AND AUDIT RIGHTS

5.1 Reports. Licensee shall deliver quarterly written reports to Licensor within days after the end of each quarter showing sales, inventory, returns and calculation of royalties due.

5.2 Audit. Licensor shall have the right, not more than once per twelve-month period unless reasonable cause exists, to audit Licensee's records that reasonably pertain to the Products, upon at least days' prior written notice, during regular business hours and subject to reasonable confidentiality protections. Any underpayment discovered shall be paid within thirty (30) days with interest at a commercially reasonable rate; material underpayments shall be reimbursed for audit costs.

6. INTELLECTUAL PROPERTY

6.1 Ownership. All right, title and interest in and to the Products and all associated intellectual property rights are and shall remain the exclusive property of Licensor. Licensee acquires no ownership rights other than the limited license granted herein.

6.2 Trademark Use. Licensee may use Licensor's trademarks solely in accordance with Licensor's trademark usage guidelines and only in connection with the marketing, sale and distribution of the Products in the Territory. Licensee shall submit materials bearing Licensor marks for prior written approval if requested by Licensor.

7. REPRESENTATIONS AND WARRANTIES

7.1 By Licensor. Licensor represents and warrants that: (a) it has the full right and authority to grant the license described herein; (b) to Licensor's knowledge, the sale and distribution of the Products as contemplated will not infringe third party intellectual property rights; and (c) the Products will materially conform to written specifications provided to Licensee as of the Effective Date.

7.2 By Licensee. Licensee represents and warrants that it will comply with all applicable laws in the promotion, sale and distribution of the Products and that it will not make any representations, warranties or guarantees to customers inconsistent with Licensor's express warranties without Licensor's prior written consent.

8. CONFIDENTIALITY

Each party shall keep confidential and not disclose to any third party any non-public business, technical or financial information received from the other party that is designated as confidential or that reasonably should be understood to be confidential, except as necessary to perform this Agreement or as required by law. Confidentiality obligations shall survive for three (3) years after termination of this Agreement.

9. INDEMNIFICATION

9.1 Licensee Indemnity. Licensee shall indemnify, defend and hold harmless Licensor and its officers, directors and agents from and against any and all claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Licensee's distribution, marketing, sale or modification of the Products, except to the extent caused by Licensor's gross negligence or willful misconduct.

9.2 Licensor Indemnity. Licensor shall indemnify, defend and hold harmless Licensee from and against third-party claims that the Products, as provided by Licensor, infringe a third party's valid intellectual property rights, provided Licensee gives prompt notice and allows Licensor to control the defense and settlement.

10. LIMITATION OF LIABILITY

EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS AND BREACHES OF CONFIDENTIALITY OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY LICENSEE TO LICENSOR DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. COMPLIANCE; PRODUCT SAFETY

Licensee shall comply with all applicable laws, regulations and industry standards applicable to the distribution, marketing and sale of the Products. Licensee shall promptly notify Licensor of any product complaints, safety concerns or recalls and shall cooperate fully in any corrective actions directed by Licensor or required by law.

12. NOTICES

Notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, to the addresses set forth above or to such other address as a party may specify by notice.

13. ASSIGNMENT

Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided that the assignee assumes all obligations hereunder.

14. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties. Failure or delay by either party to exercise any right shall not operate as a waiver of that right.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

16. ENTIRE AGREEMENT; SEVERABILITY; FORCE MAJEURE; COUNTERPARTS

16.1 Entire Agreement. This Agreement, including any exhibits or schedules expressly incorporated, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or representations, whether written or oral.

16.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the greatest extent possible, the parties' original intent.

16.3 Force Majeure. Neither party shall be liable for failure or delay in performing its obligations (except payment obligations) where such failure is due to causes beyond its reasonable control, provided the affected party gives prompt notice and uses reasonable efforts to resume performance.

16.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted electronically or by facsimile shall be valid and binding.

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