License Agreement Regarding Use of Trademark

License Agreement with regard to use of Trademark in Connection with a Manufactured Product

Agreement made on the , 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 and existing under the laws of the state of , with its principal office located at , referred to herein as Licensee.

Whereas, Licensor is a manufacturer of (the Product), having designed and developed said Product; and

Whereas, Licensee has established a market for the Product using the trademark pictured in Exhibit A attached hereto and made a part hereof (the Trademark); and

Whereas, Licensee desires to obtain license rights to make the Product in accordance with the specifications of Licensor and subsequently market the same under the Trademark.

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

Licensor grants to Licensee the right to use the Trademark in connection with the Product, but only so long as such Product are manufactured in accordance with the specifications established by Licensor.

2. Quality Control

Representatives of Licensor will provide detailed specifications to Licensee which relate to the materials for and the manufacture of the Product. 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 Product.

3. Marking

Licensee will mark the Product with a suitable legend, in a form approved in advance by Licensor, indicating that the Product is made under license.

4. Advertising

Licensee will submit to Licensor, for prior approval, all of Licensee's proposed advertising with respect to the Product licensed to be sold under the Trademark.

5. Royalty

As consideration for the license granted under this Agreement, Licensee agrees to pay to Licensor % of Licensee's net selling price of the Product. 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.

6. Termination

This Agreement will have an initial term of years and will automatically be renewed, at the option of Licensee, for successive -year periods, provided, however, that (a) Licensee gives 90 days prior notice of intent to renew; and (b) Licensee will have no right of renewal if Licensee is in breach or default ninety (90) days prior to the end of a -year term.

7. 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.

8. 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.

9. Governing Law

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

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

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