Fill and Sign the License Agreement Use Form

License Agreement for Use of Trademark Regarding a Manufactured Product License Agreement made this       day of       , 20       , between       , a corporation organized and existing under the laws of the (Name of Licensor) state of       , with its principal office located at       , (Name of State) (Street Address)       , referred to herein as the Licensor, and (City, County, State, Zip Code)       , a corporation organized and existing under the laws of the (Name of Licensee) state of       , with its principal office located at       , (Name of State) (Street Address)       , referred to herein as the Licensee. (City, County, State, Zip Code) Whereas, Licensor is a manufacturer of       (the Apparatus ) , (Description of Product) having designed and developed such product; and Whereas, Licensee has established a market for the Apparatus using the trademark       (the Trademark ); and (Designation of Trademark) Whereas, Licensee desires to obtain license rights to make the Apparatus in accordance with the specifications of Licensor and subsequently market the same under the Trademark; Now, therefore for and in consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the parties agree as follows: I. Grant. Licensor grants to Licensee the right to use the Trademark in connection with the Apparatus, but only so long as such Apparatus is manufactured in accordance with the specifications established by Licensor. II. Quality Control. Representatives of Licensor will provide detailed specifications to Licensee which relate to the materials for and the manufacture of the Apparatus. Representatives of Licensor will have the unqualified right, at any and all reasonable times, and without prior notice, to inspect the materials and manufacturing processes employed by Licensee in the manufacture of the Apparatus. III. Marking. Licensee will mark the Apparatus with a suitable legend, in a form approved in advance by Licensor, indicating that the Apparatus is made under license. IV. Advertising. Licensee will submit to Licensor, for prior approval, all of Licensee's proposed advertising with respect to the Apparatus licensed to be sold under the Trademark. License Agreement Page 1 of 3 V. Royalty. A s consideration for the license granted under this Agreement, Licensee agrees to pay to Licensor       % of Licensee's net selling price of the Apparatus. License fees under this Agreement will be remitted quarterly and Licensee will keep sufficient and accurate books and records to enable verification of the amount due under this Agreement. VI. Termination. This Agreement will have an initial term of       years and will (Number) automatically be renewed, at the option of Licensee, for successive       -year periods, (Number) provided, however, that (a) Licensee gives       days' prior notice of intent to renew; (number of days) and (b) Licensee will have no right of renewal if Licensee is in breach or default       days prior to the end of a       -year term. (number of days) (number of years) VI. 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. VII. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of       . (Name of State) VIII. Notices. Unless provided herein to the contrary, 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. IX. 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. X. 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. XI. 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. XII. 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. License Agreement Page 2 of 3 XIII. 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. XIV. 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. XV. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. XVI. Gender. Words used herein regardless of the gender specifically used, shall be deemed and construed to any other gender, masculine, feminine or neuter, as the context requires. WITNESS our signatures as of the day and date first above stated.             (Name of Licensor) (Name of Licensee) By: By: (Signature of Officer) (Signature of Officer)             (P rinted Name & Office in Corporation) (P rinted Name & Office in Corporation) License Agreement Page 3 of 3