Exclusive Patent License Agreement

Exclusive License Agreement – One Year

License agreement made on the , between

, a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Licensor, and

, a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Licensee.

Whereas, Licensor is the sole and exclusive owner of, and has the sole and exclusive right to grant licenses to broadcast certain intellectual property (automotive training classes) over the internet; and

Whereas, said automotive class intellectual property is more particularly described in Exhibit A attached hereto and made a part hereof; and

Whereas, Licensee wishes to acquire the exclusive right and use of the automotive class intellectual property in order to reprint the downloadable pdf file for training purposes only for their employees;

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Grant of License

Licensor hereby grants to the Licensee the exclusive right and license to reprint the downloadable pdf file to the automotive class intellectual property (the Property) for training purposes of their employees and for no other use.

2. Restrictions on Use

Licensor shall have absolute control of the website used to produce and distribute the Property. Licensee will use a custom video player to view content. Licensee is only allowed to use the Property for training of its employees. No reproductions are to be made. The term of this License expires one year from the date of this Agreement.

3. Representations by Licensor

Licensor represents and warrants that it is the sole and exclusive owner of the entire right, title and interest in and to the Property and that it has the right to grant the exclusive right, license and privilege granted in this Agreement; that it has executed no Agreement in conflict with this Agreement; and that it has not granted to any other person, firm or corporation any right, license, shop-right, or privilege granted under this Agreement.

4. Compensation for Use of Property

Licensee agrees to pay Licensor the sum of $ for this License. Said sum shall be payable as follows: (e.g., monthly increments of $ )

5. Infringement

Licensor shall have the sole and exclusive right to institute and prosecute any and all suits to enjoin any and all infringers of the above-mentioned Property, and from time to time during the continuance of this Agreement, and at Licensee’s expense, may institute any suit or suits which it may deem necessary. Licensor may, upon written request of Licensee within days of filing suit, grant Licensee the right to institute and prosecute any such suit, and to employ its own counsel for such suit; and Licensee shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses.

6. Joinder of Parties

Each party agrees that it may join the other party as a party plaintiff if the party should find it necessary or desirable in any suit or suits which such party may institute involving the Property, it being agreed that in such event the cost of the suit (including, but not limited to attorneys’ fees and court costs) shall be assumed equally by each party.

7. Cooperation of Licensor

Licensor agrees to execute any and all papers, documents or other instruments which may be found necessary or desirable to effect the exclusive right and license granted to the Licensee; and also to execute any and all papers which may be found necessary or desirable in any suit or suits brought under and pursuant to this Agreement; and the Licensor further agrees that it will testify in any interference or litigation, whenever requested to do so by the Licensee, all at the expense of the Licensee.

8. Invalidity of License

If in any suit involving said License or Property under and pursuant to which the exclusive right and license has been granted, charging infringement of such right and license, the License should be declared to be invalid by the court, or be construed by the court as not to cover Licensor’s Property, Licensee shall be immediately released of and from any and all obligations under this Agreement.

9. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

10. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

11. Governing Law

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

12. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

13. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

14. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

15. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

16. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

17. Assignment of Rights

The rights of Licensee may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the Licensor.

18. Confidentiality

Licensee and Licensor both acknowledge that all information and materials furnished from the Licensor to the Licensor concerning this Agreement and the performance of it is confidential and may not be used for any purpose other than in connection with this Agreement.

19. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

20. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.

Attach Exhibit A

(Acknowledgment form may vary by state)

STATE OF

COUNTY OF

Personally appeared before me, the undersigned authority in and for the said county and state, on this day of , 20, within my jurisdiction, the within named , who acknowledged that he is of , a corporation, and that for and on behalf of the said corporation, and as its act and deed he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do.

STATE OF

COUNTY OF

Personally appeared before me, the undersigned authority in and for the said county and state, on this day of , 20, within my jurisdiction, the within named , who acknowledged that he is of , a corporation, and that for and on behalf of the said corporation, and as its act and deed he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do.