BIOGAS LICENSE AGREEMENT

This Biogas License Agreement (this “Agreement”) is made and entered into as of this _____ day of April, [YEAR] (the “Effective Agreement”), by and between [COMPANY] (“Licensor”), a California limited liability company, and [COMPANY] LLC (“Licensee”), a California limited liability company.

WITNESSETH

WHEREAS, the Licensor desires to enter into this Agreement with Licensee and its Affiliates for a non-exclusive, world-wide, royalty-free, perpetual license to the intellectual property set forth herein; and

WHEREAS, the Licensor desires to confirm the license grant terms for the benefit of Licensee.

NOW THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, the Licensor and Licensee agree as follows:

ARTICLE I

Definitions

As used in this Agreement, the following capitalized terms have the following meanings:

1.1 “Affiliate” means, as to a party to this Agreement, any other Person that, directly or indirectly, controls or is controlled by or is under common control with such party. “Control” (including, with correlative meanings, the terms “controlled by” or “under common control”) as used in this definition means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a party, whether through the ownership of voting securities, by contract or otherwise. “Person” as used in this definition means any individual, corporation, partnership, joint venture, association, joint stock company, trust, limited liability company, decedent’s estate, organization, entity, or unincorporated organization or any governmental entity.

1.2 “Authorized Services” means any and all services performed by Licensee for or in connection with Licensee’s use of the Licensed Intellectual Property in accordance with this Agreement, including any services or products comprising or relating to the analysis, development, manufacture, import, export, marketing, construction, operation, distribution, delivery, installation, configuration, integration, testing, deployment, maintenance, support, repair, storage, copying, reproduction, modification, enhancement, improvement, or disaster recovery of, or training of Authorized Users concerning the Licensed Intellectual Property.

1.3 “Authorized Users” means all employees, officers, directors, members and managers of Licensee authorized to use the Licensed Intellectual Property. Authorized Users also include all persons, including all agents, contractors, consultants, and their respective employees that Licensee or any Licensee Affiliate retains or grants any sublicense hereunder to provide Authorized Services.