Non-Exclusive License Agreement

NON-EXCLUSIVE LICENSE AGREEMENT

This Non-Exclusive License Agreement ("Agreement") is made as of by and between Licensor Name: , organized as Corporation LLC Other, state of organization: , with principal place of business at ; and Licensee Name: , organized as Corporation LLC Other, state of organization: , with principal place of business at . Licensor and Licensee are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Licensor is the owner of certain intellectual property and materials described as and more particularly described in Exhibit A attached hereto (the "Licensed Materials");

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a non-exclusive license to use the Licensed Materials on the terms and conditions set forth in this Agreement;

WHEREAS, the Parties intend by this Agreement to set forth the rights, limitations, compensation, and conditions applicable to the use of the Licensed Materials.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. GRANT OF LICENSE

1.1 Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the Licensed Materials solely for the purposes described in this Agreement and limited to the Field of Use: and Territory: .

1.2 Licensed Rights. The license granted includes the following rights (select applicable rights): Reproduce Distribute Display Modify Publicly Perform .

1.3 Restrictions. Licensee shall not sublicense, assign, sell, distribute or otherwise transfer rights in the Licensed Materials except as expressly permitted by this Agreement. Licensee shall not use the Licensed Materials in any manner that infringes third-party rights, violates law, or is defamatory or obscene.

2. CONSIDERATION

2.1 Fees. In consideration for the license granted, Licensee shall pay Licensor a fee as follows: Initial fee: $; and Royalties: .

2.2 Payment Terms. Payments shall be due within days of the invoice date, payable in U.S. Dollars. All amounts payable hereunder are exclusive of taxes; Licensee shall be responsible for sales, use, value-added or similar taxes attributable to Licensee's payments.

3. TERM AND TERMINATION

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

3.2 Termination for Breach. Either Party may terminate this Agreement for the other Party's material breach if such breach remains uncured for days after written notice specifying the breach.

3.3 Effect of Termination. Upon termination, Licensee shall immediately cease all use of the Licensed Materials, return or destroy all copies as directed by Licensor, provide a final accounting and pay all amounts due through the date of termination. Sections that by their nature survive termination shall survive.

4. OWNERSHIP AND RESERVATION OF RIGHTS

Licensor retains all right, title and interest in and to the Licensed Materials and any modifications or derivatives thereof, including all intellectual property rights. No ownership interest is conveyed to Licensee except for the limited license expressly granted in this Agreement.

5. REPRESENTATIONS AND WARRANTIES

5.1 Mutual Representations. Each Party represents and warrants that it has the full corporate or other power and authority to enter into this Agreement and to perform its obligations hereunder.

5.2 Licensor Warranty. Licensor represents that, to Licensor's knowledge, the Licensed Materials do not infringe any third-party intellectual property rights, except as disclosed in writing: .

5.3 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

6. INDEMNIFICATION

6.1 Licensee Indemnity. Licensee shall indemnify, defend and hold harmless Licensor and its officers, directors and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Licensee's use of the Licensed Materials, breach of this Agreement, or infringement of third-party rights.

6.2 Procedure. The indemnified Party shall promptly notify the indemnifying Party of any claim and allow the indemnifying Party to control defense and settlement, provided that the indemnifying Party may not settle any claim that imposes obligations or liability on the indemnified Party without the indemnified Party's prior written consent.

7. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. CONFIDENTIALITY

8.1 Definition. "Confidential Information" means non-public information disclosed by one Party to the other that is designated confidential or that a reasonable person would understand to be confidential.

8.2 Obligations. Receiving Party shall use Confidential Information only for the purposes of performing under this Agreement and shall protect it with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

9. AUDIT AND RECORDS

Licensee shall maintain accurate records relating to use of the Licensed Materials and payments due under this Agreement for a period of three (3) years. Licensor shall have the right, upon reasonable prior notice and during normal business hours, to audit such records not more than once per year to verify royalties and compliance.

10. ASSIGNMENT

Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that either Party may assign this Agreement 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.

11. NOTICES

Notices shall be in writing and delivered by hand, recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth above or to such other address as either Party may designate by notice in accordance with this Section. Notices shall be effective upon receipt.

12. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties shall attempt in good faith to resolve disputes through negotiation, and if unresolved, through binding arbitration in accordance with the commercial arbitration rules selected by the Parties.

13. ENTIRE AGREEMENT; AMENDMENTS; SEVERABILITY; WAIVER

13.1 Entire Agreement. This Agreement, including all exhibits and schedules hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings.

13.2 Amendments. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both Parties.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision achieving, to the extent possible, the Parties' original intent.

13.4 Waiver. No waiver of any breach of any provision shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof.

14. MISCELLANEOUS

14.1 Counterparts. 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.

14.2 Force Majeure. Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, provided that the affected Party gives prompt notice and uses reasonable efforts to resume performance.

EXHIBIT A — DESCRIPTION OF LICENSED MATERIALS

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