International Driver's License

International Licensing Agreement

This Licensing Agreement is made on the (date), 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 under the laws of , with its principal office located at

, referred to herein as Licensee.

Whereas, Licensor is the owner of validly issued and subsisting patents relating to the manufacture of , which patents are registered in the United States of America and bearing registration numbers , referred to in this Agreement as the Patents, and of confidential and proprietary know-how relating to the practice of the Patents and to the manufacture of the articles described in the Patents, referred to in this Agreement as the Know-how; and

Whereas, Licensee desires to obtain a nonexclusive license to practice the art described in the Patents and to use the Know-how in connection with the Patents, and Licensor desires to grant these licenses to Licensee on terms and conditions acceptable to the parties; and

Whereas, the quality of the goods manufactured by the Licensee pursuant to this Agreement and the maintenance of the Know-how in confidence are material conditions of this Agreement and Licensor's grant of the licenses contained in this Agreement;

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 Rights

Licensor grants Licensee the nonexclusive license to manufacture, use, and sell the as described in the Patents within , referred to in this Agreement as the Territory, and to use the Know-how in the manufacture, use, and sale of the within the Territory, subject to the terms and conditions set forth in this Agreement. Nothing in this Agreement should be construed to prohibit the granting of other or similar licenses to any person or entity within the Territory or to prohibit the Licensor from manufacturing, using, or selling within the Territory. Licensee may not manufacture, use, or sell produced pursuant to the license granted by this Section for use, sale, or resale outside of the Territory. In the event that Licensor develops or discovers modifications to or improvements in the technology embodied in the Patents and Know-how that it deems in its sole discretion to be useful to the Licensee's use of the rights granted by this Section, referred to in this Agreement as the Improvements, Licensor will promptly disclose the Improvements to Licensee in writing and offer a license to use the Improvements upon the terms and conditions set forth in this Agreement.

2. Grant-Back to Licensor

Licensee grants to Licensor a nonexclusive, royalty-free license to use any modification to or improvement in any technology used by Licensee pursuant to this Agreement and promptly to disclose all such modifications and improvements to Licensor.

3. Warranties by Licensor

Licensor warrants and represents that it is the sole owner of the Patents, that the Patents are validly issued and in effect, that to its knowledge no claim has been made contesting the validity of any of the Patents, and that the practice of the art disclosed in the Patents will not constitute an infringement of the rights of any third party. Licensor shall indemnify and hold Licensee harmless against any loss, damage, or claim, including reasonable attorney fees, arising from or relating to any breach of the warranties contained in this Section. Licensor reserves the right to control the defense of any resulting suit or claim, including without limitation the right to choose counsel and to settle and dispose of the suit or claim as it deems appropriate in its sole discretion.

4. Royalties

As and for full consideration for the rights granted in this Agreement, Licensee will pay to the Licensor the following:

A. Initial Payment.

Licensee will pay to Licensor United States $ upon the execution of this Agreement.

B. Periodic Royalties.

Licensee will pay to Licensor United States $ on the first day of each month during any term of this Agreement.

C. Additional Royalties.

Licensee will pay to Licensor on the first day of each month during any term of this Agreement a sum equal to % of the gross revenues obtained by Licensee during the preceding month from (1) the sale, lease, or other disposition of any good or article manufactured by Licensee pursuant to this Agreement; and (2) the provision of technical, advisory, design, or development services to Licensee's customers in connection with any good or article manufactured pursuant to this Agreement. As used in this Section, the term gross revenue means the total of all consideration received by Licensee without deduction or allowance for any item of cost or expense.

D. Currency.

All payments required by this Agreement must be made in United States Dollars and be delivered for deposit to the account or accounts specified from time to time by Licensor.

E. Access to Records.

Licensee will maintain records of (1) the manufacture, lease, sale, or other disposition of all goods and articles manufactured pursuant to this Agreement; and (2) the provision of technical, advisory, design, or development services to Licensee's customers in connection with any good or article manufactured pursuant to this Agreement. These records must be accurately maintained and conform to all generally accepted accounting standards. Licensee will permit access by Licensor to all these records during normal business hours. In the event that Licensor discovers that the records have not been maintained or are not accurate or that Licensee has failed to make payment of any royalties required by the Agreement as shown by the records, Licensee shall reimburse Licensor for the cost of reviewing the records, including reimbursement of all reasonable accountant and attorney fees.

5. Technical Assistance

Licensor will provide, at Licensee's sole expense, sufficient technical assistance to enable Licensee to manufacture the .

6. Confidentiality

Licensee acknowledges and agrees that all Know-how and other manufacturing, sales, marketing, technical, and other information disclosed to it by Licensor is confidential and proprietary to Licensor, referred to in this Agreement as the Confidential Information, and acknowledges that the unauthorized disclosure of any of the Confidential Information will result in immediate and irreparable competitive injury to Licensor. Licensee may disclose the Confidential Information only to those of its employees to whom such disclosure is necessary to permit the manufacture, use, and sale of the , and may not disclose any of the Confidential Information to any other person or entity without the prior written approval of Licensor.

7. Quality

All goods manufactured, sold, or otherwise disposed of by Licensee pursuant to this Agreement must meet the quality specifications set forth on Exhibit A to this Agreement, which is incorporated by reference. Licensee will permit licensor access to its manufacturing facilities during normal working hours for the purpose of ensuring that Licensee's manufacturing practices conform to the requirements of this Section.

8. Noncompetition

Licensee may not during any term of this Agreement engage in the manufacture, use, or sale of any good or article that competes with or has a similar use or application as the goods manufactured pursuant to this Agreement.

9. Sub-License

Licensee may not grant any sub-license of any of the rights granted by this Agreement without the prior written permission of Licensor.

10. Infringement

In the event that Licensee becomes aware of any act that may constitute an infringement of any right granted by this Agreement, Licensee promptly must notify Licensor of that act. Thereafter, Licensee will, at Licensor's expense, assist Licensor in the prosecution of any claim or action arising from or relating to that act, provided that Licensee must bear all attorney fees and expenses incurred as a result of Licensee's use of counsel other than or in addition to counsel retained by Licensor.

11. Term and Termination

A. Initial Term.

This Agreement is effective as of (date) and will remain in effect through and until (date) unless earlier terminated pursuant to this Section.

B. Termination by Consent.

This Agreement may be terminated at any time by the written consent of Licensor and Licensee.

C. Early Termination by Licensor.

Licensor may terminate this Agreement without cause on prior written notice to Licensee. In addition, Licensor may terminate this Agreement on prior written notice in the event that Licensee breaches any term of this Agreement and fails to cure that breach within of receipt of notice of the breach, or in the event that Licensee ceases its operations, fails to manufacture at least during any , is declared insolvent, or any bankruptcy, insolvency, receivership, or similar proceeding is instituted with regard to Licensee or its assets.

D. Effect of Termination.

The expiration or termination of this Agreement will not affect any accrued monetary obligation owed to Licensor by Licensee.

12. Taxes, Expenses, Compliance with Law

Licensee will pay and discharge or cause to be paid and discharged as and when they become due all taxes, levies, assessments, governmental charges, fines, and penalties of whatsoever nature lawfully imposed in connection with its activities under this Agreement and any income derived from this Agreement. Licensee must at all times comply with and assist Licensor to comply with any and all applicable conventions, laws, rules, regulations, and by-laws of whatsoever nature incident to any or all of its activities contemplated by this Agreement, including, without limitation, United States export control regulations, the United States Foreign Corrupt Practices Act, and the United States anti-boycott regulations. Licensee will promptly deliver to Licensor a copy of any notice or instrument that alleges a violation of any of these laws. Notwithstanding any other provision of this Agreement to the contrary, it is a specific condition precedent to the performance by Licensor of its obligations under this Agreement, and specifically to any transfer of technology by Licensor to Licensee, that Licensor receive from the government of the United States of America an export license or licenses permitting the export of any and all samples, drawings, manuals, technology, intellectual property rights, and other information and data relating to any goods manufactured, sold, or otherwise disposed of pursuant to this Agreement and otherwise necessary to the proper fulfillment by licensor of its obligations under this Agreement.

13. Governing Law

This Agreement is governed by and construed under the laws of the State of , one of the United States of America, applicable to contracts executed or performed in the State of .

14. 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.

15. 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.

16. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto within the United States. 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.

17. 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.

18. 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.

19. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

20. 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.

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