Materials License Agreement

MATERIALS LICENSE AGREEMENT

This Materials License Agreement (the "Agreement") is made as of the day of , (the "Effective Date"), by and between Licensor Name: , a Corporation LLC Individual , with its principal place of business at ; and Licensee Name: , a Corporation LLC Individual , with its principal place of business at .

RECITALS

WHEREAS, Licensor is the owner or authorized distributor of certain tangible materials, samples, specimens and related technical documentation identified herein (collectively, the "Materials"); and

WHEREAS, Licensee desires to obtain a license to use the Materials for the limited purpose set forth below, and Licensor is willing to grant such license on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to allocate the rights, responsibilities, and risks associated with the disclosure, transfer and use of the Materials.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Materials" means the samples, specimens, components, raw materials, deliverables, documentation, labels and other physical items described in the Materials Description field below, and any related technical data disclosed by Licensor to Licensee under this Agreement.

2. GRANT OF LICENSE

2.1 License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable license to possess and use the Materials solely for the purpose of (the "Permitted Purpose") within the Territory and Field of Use set forth below.

3. LICENSE FEES AND PAYMENT

3.1 Fees. In consideration for the license granted herein, Licensee shall pay Licensor the fees described below in accordance with the schedule set forth. Unless otherwise provided, all fees are non-refundable.

4. DELIVERY, INSPECTION AND ACCEPTANCE

4.1 Delivery. Licensor shall deliver the Materials to Licensee at the address specified in the Notices section. Risk of loss for the Materials passes to Licensee upon delivery.

4.2 Inspection. Licensee shall have days from receipt to inspect the Materials and notify Licensor in writing of any nonconformity. Failure to provide timely notice constitutes acceptance.

5. INTELLECTUAL PROPERTY

5.1 Ownership. Licensor retains all right, title and interest in and to all intellectual property embodied in or related to the Materials, including inventions, designs, trade secrets, copyrights, trademarks and know-how. Licensee obtains no ownership rights under this Agreement.

5.2 Improvements. Any improvements, modifications or derivative works that are created by Licensee based on the Materials shall be , subject to any written agreement otherwise signed by the parties.

6. RESTRICTIONS ON USE

6.1 Restrictions. Licensee shall not: (a) use the Materials for any purpose other than the Permitted Purpose; (b) transfer, sublicense, distribute, sell or export the Materials except as expressly permitted herein; (c) reverse engineer, decompile or otherwise attempt to derive proprietary information from the Materials; or (d) remove or alter any proprietary notices or markings.

7. CONFIDENTIALITY

7.1 Confidential Information. The Materials and any non-public information disclosed by Licensor in connection with the Materials constitute Confidential Information. Licensee shall maintain such confidentiality using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

7.2 Permitted Disclosure. Disclosure of Confidential Information is permitted only to employees, contractors or affiliates who have a need to know and are bound by obligations of confidentiality no less protective than those in this Agreement.

8. TERM AND TERMINATION

8.1 Term. This Agreement commences on the Effective Date and continues for a period of years, unless earlier terminated in accordance with this Agreement.

8.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice specifying the breach.

8.3 Effect of Termination. Upon expiration or termination, Licensee shall cease all use of the Materials and, at Licensor's option, promptly return or destroy the Materials and certify destruction in writing.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification by Licensee. Licensee shall indemnify, defend and hold harmless Licensor and its officers, directors and employees from and against all third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Licensee's use of the Materials, breach of this Agreement, or violation of applicable law.

9.2 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. WARRANTIES; DISCLAIMER

10.1 Limited Warranty. Licensor represents that it has the right to grant the license granted herein. Licensor warrants that, to the best of its knowledge, the Materials conform in all material respects to the Materials Description at the time of delivery.

10.2 DISCLAIMER. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 10.1, LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. INSURANCE

11.1 Insurance. During the Term, Licensee shall maintain insurance coverage customary for the industry and adequate to cover liabilities arising from Licensee's use of the Materials, including commercial general liability and product liability insurance with limits not less than per occurrence.

12. RECORDS AND AUDIT

12.1 Records. Licensee shall maintain accurate records related to its use, disposition and transfer of the Materials. Upon reasonable notice, Licensor may audit such records during normal business hours to verify compliance. Audits shall be limited to once per calendar year unless a material breach is suspected.

13. NOTICES

13.1 All notices required or permitted under this Agreement must be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail, return receipt requested, and will be deemed given upon receipt.

14. ASSIGNMENT

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

15. AMENDMENTS; WAIVER; SEVERABILITY

15.1 Amendments. No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

15.2 Waiver. The failure of either party to enforce any right under this Agreement will not constitute a waiver of future enforcement of that right.

15.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will 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 extent possible, the original economic, legal and commercial objectives.

16. GOVERNING LAW

16.1 This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of law principles.

17. ENTIRE AGREEMENT

17.1 This Agreement, including any exhibits and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

18. COUNTERPARTS

18.1 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures.

MISCELLANEOUS

19.1 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement will create a partnership, joint venture, agency or employment relationship.

19.2 Export Controls. Each party shall comply with all applicable export control and sanctions laws and regulations in connection with its performance under this Agreement.

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