LICENSE AND EXCLUSIVE DISTRIBUTION AGREEMENT

LICENSE AND EXCLUSIVE DISTRIBUTION AGREEMENT by and between [COMPANY A], a [State] [entity type] (“[COMPANY A]”), and [COMPANY B], a Delaware limited liability company (“[COMPANY B]”), effective as of _____________.

WHEREAS, [COMPANY A] desires and is willing, on the terms and conditions hereinafter set forth, to appoint [COMPANY B] as its sole and exclusive distributor of the Technology in the Territory (as such terms are hereinafter defined), and [COMPANY B] desires and is willing to accept such appointment; and

WHEREAS, [COMPANY A] desires and is willing, on the terms and conditions hereinafter set forth, to license [COMPANY B] to make and sell the Technology (as hereinafter defined) in the Territory, and [COMPANY B] desires and is willing to accept such license.

NOW, THEREFORE, [COMPANY A] and [COMPANY B] hereby agree as follows:

APPOINTMENT OF [COMPANY B] AS EXCLUSIVE Distributor OF THE TECHNOLOGY IN THE TERRITORY

Appointment. »

[COMPANY A] hereby appoints [COMPANY B] as its sole and exclusive distributor of the Technology in the Territory, on and subject to the terms and conditions of this Agreement, and [COMPANY B] hereby accepts said appointment.

Exclusivity of Appointment.

[COMPANY A] agrees that it will, subject to the terms and conditions of this Agreement, look solely and exclusively to [COMPANY B] to market, sell, lease and service the Technology within the Territory.

[COMPANY A] agrees not to distribute the Technology inside the Territory, or engage a third party to distribute the Technology inside the Territory.

[COMPANY A] shall not distribute in the Territory, or engage a third party to distribute in the Territory, any Competing Product developed by or for [COMPANY A] (and shall require Distribution Restrictions of each of its distributors of any such Competing Product outside of the Territory to prevent such Competing Product from entering the Territory).

Exclusivity of Product. »

[COMPANY B] shall not distribute the Technology outside the Territory, or engage a third party to distribute the Technology outside the Territory, and shall require Distribution Restrictions of each of its sub distributors and dealers of the Technology in the Territory to prevent the Technology from leaving the Territory.