Nonexclusive License Agreement for Manufacture and Sale

Nonexclusive License Agreement for the Manufacture and Sale of a Product

License Agreement made on the , between

, a corporation organized and existing under the laws of the state of , with its principal office located at , and 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 owner of the entire right, title, and interest in Letters Patent of the United States, No. , issued , entitled and described generally as follows: ; and

Whereas, Licensee desires to obtain, and the Licensor is willing to grant, a nonexclusive and nonassignable license to manufacture and sell throughout the United States and its territories, , embodying and employing the inventions of the above-mentioned Letters Patent, and of any reissues or reexaminations of such Letters Patent;

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:

I. Grant of License. Licensor grants to Licensee, for the remainder of the term of the above-mentioned United States Letters Patent, or any reissues or reexaminations of such Letters Patent, a nonexclusive, nonassignable right to manufacture and sell, throughout the United States and its territorial possessions [other than made to resemble ], which are the subject matter of Design Letters Patent No. , as to which no license is granted] embodying and employing the inventions set forth, described and claimed in the above-mentioned Letters Patent, unless this Agreement is terminated prior to such term as provided for below.

II. Manufacture and Sale. Licensee agrees to make and sell embodying and employing the inventions of the above-mentioned Letters Patent so as to satisfy the market demands for such product.

III. Royalties. Licensee agrees to pay to the Licensor, during the term of this Agreement, a royalty of % of the selling price of all in excess of $ each, and % of the selling price of all at or below $ each, which embody and employ the invention of the Letters Patent made or sold by it in and throughout the United States, or made by or for the Licensee elsewhere and sold in the United States or its territorial possessions. Discounts allowed by the Licensee to the trade shall be first deducted before arriving at the selling price; but no cash or other discounts allowed for early payment shall be deducted from the selling price. For purposes of this Agreement, a is .

IV. Styles of Product. Attached, made a part of this Agreement by this reference, and marked Exhibit A, are photographs of several styles of the manufactured and sold by the Licensee, which the Licensee admits to embody and employ the invention of the above-mentioned Letters Patent, and royalties shall be paid on any manufactured and sold simulating such product, whether the product shall represent a or other object, when in any way containing the subject-matter described or claimed in the Letters Patent.

V. Reports. Licensee agrees to make quarterly written reports to the Licensor, within days after the day of each , , and during the term of this Agreement, sent to the Licensor at the address written above or to such other address as may be given from time-to-time, stating the number and description of all sold or otherwise disposed of, embodying or employing the invention of the Letters Patent. Such reports are to itemize the number and type of all sold, and the prices at which the were sold, respectively, during the preceding quarter, the first such report to be as of , and to include all sold or otherwise disposed of since the date of this Agreement, up to that date, and each subsequent report to include all such sold or otherwise disposed of during the preceding quarter. Simultaneously with the making of each such report the Licensee shall pay to the Licensor royalties at the rate specified in Section III.

VI. Time of Sale. Under this Agreement the shall be considered to be sold when billed out, or if not billed out, then when delivered or when paid for, if paid for before delivery, it being understood that in no event shall the Licensee be required to pay royalties more than once on any previously reported and paid for but which may have been returned by the original purchaser for credit and resold by the Licensee.

VII. Nomenclature and Type. Licensee agrees to inform the Licensor promptly, after the execution of this Agreement, as to the specific nomenclature and type designation under which the Licensee will render bills covering sales of under the License granted, and further agrees to inform the Licensor of any changes or new designations which may later be made or adopted for the , and the Licensee rendering bills for sold under the License granted, agrees that it will, in such bills, invariably use the nomenclature and type designation so furnished to the Licensor.

VIII. Product Labels. Licensee agrees to mark all , or the container of such put out under this License as follows: “U.S. Patent No. ” and also agrees to permanently affix a label or tag to each sold showing that it has been manufactured and sold by the Licensee.

IX. Books of Account. Licensee agrees to keep full, accurate and complete books of account, records, data and memoranda respecting the business, and showing the number and kind of manufactured or sold under the License granted in sufficient detail to enable the royalties payable by the Licensee to be determined, and further agrees to give to a certified public accountant designated by the Licensor the privilege of examining its books and records at all reasonable times and from time-to-time for the purpose of verifying the reports provided for in Section V above. The accountant may communicate to the Licensee the result of its investigation, but except as is provided below, the accountant shall not copy names of the Licensee's customers. However, in any instance, where the Licensor desires to check the sales to a particular customer of the Licensee, for the purpose of verifying the Licensee's report, the accountant may copy the name or names of the particular customer, and communicate the details to the Licensor.

X. Term. It is agreed that the License granted to the Licensee in this Agreement is to continue during the remainder of the term of the Letters Patent No. , but if all of the claims of the Letters Patent sued upon shall, by a decision of a , be declared invalid, of the royalties shall be paid in escrow to , of . If upon appeal any of the claims are sustained, such royalties deposited in escrow shall be paid by to the Licensor; should the decision of the be affirmed, such royalties deposited in escrow shall be repaid by to the Licensee. Upon the decision by a court, holding all of the claims, according to which the licensed constructions are made, to be invalid, the License shall be terminated, upon the option of the Licensee, but only upon the payment of all royalties or other sums due under the terms of this Agreement at the time of such termination. If, in any suit upon the Letters Patent, it shall be finally adjudicated that the device or structure made by the defendant in the suit cannot be enjoined under the patent, Licensee shall be permitted to make the same structure as held by the court to be free of the monopoly of such patent without the payment of any license fees.

XI. Infringement. Licensor agrees that it will, within a reasonable time, institute suit on the Letters Patent, in order, if possible, to enjoin infringers who are not licensees under such patent from manufacturing or selling such , or to establish the validity of such patent. It is understood, however, that the place where and the manner in which such suit or suits are instituted or prosecuted, and the number of such suits, shall be in the sole discretion of the Licensor.

XII. Default. If the Licensee shall at any time default in the payment of any royalty or the making of any report or shall commit any breach of any covenant or Agreement contained in this Agreement, or shall make any false report and shall fail to remedy any such default or breach within days after written notice by the Licensor, then the Licensor may, at its option, cancel this Agreement and revoke the License granted by notice in writing to such effect, but such act shall not prejudice the right of the Licensor to recover any royalty or other sums due at the time of such cancellation and shall not prejudice any cause of action or claim of the Licensor accrued or to accrue, on account of any breach or default made by the Licensee.

XIII. Bankruptcy or Insolvency. If the Licensee shall become insolvent, or shall make an assignment for the benefit of creditors, or proceedings in voluntary or involuntary bankruptcy shall be instituted in behalf of or against the Licensee, or a receiver or trustee of the Licensee's property shall be appointed, then the License granted shall terminate immediately, but the Licensor shall recover royalties on unsold , and in case of any such termination, all right, title and interest in and to the License covered by this Agreement shall then revert to and become vested in the Licensor.

XIV. 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.

XV. 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.

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

XVII. 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.

XVIII. 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.

XIX. 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.

XX. 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.

XXI. 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.

XXII. 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.

XXIII. 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.

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