ET Training Systems, LLC represents and warrants that (i) it is the owner of the entire right, title, and interest in and to Licensed Subject Matter, (ii) it has the sole right to grant licenses thereunder, and (iii) it has not knowingly granted licenses thereunder to any other entity that would restrict rights granted to Licensee except as stated herein.

This license agreement ("Agreement") is between "Licensee Name" ("Licensee") and ET Training Systems, LLC ("Licensor") and governs licensee uses of Licensor's products. LICENSEE SIGNATURE AND PAYMENT SIGNIFIES LICENSEE ACCEPTANCE OF THESE TERMS AND CONDITIONS. There are no cancellations for of licenses fee.

1. License

   Subject to the terms of this license agreement, ET Training Systems, grants Licensee a non-transferable, non-exclusive right to manufacture, have manufactured, and/or sell Licensed Products within the Licensed Territory for use within Licensed Field.

   1. "Licensed Product(s)" included under this agreement are "Product Name".

   2. "Licensed Field(s)" included under this agreement are "Sports Training aid by sports or rehabilitation".

   3. All other rights to the "Product Name" and accompanying materials (if applicable), including without limitation, patents, trademarks, copyright and all other rights, are retained by ET Training Systems, LLC.

2. Effective Date

   This Agreement is effective for a period of ___ years commencing on or after ("Commence Date")____________________________.

3. Territory

   Licensee Selling Rights will be limited to the following geographic countries and regions: United States of America.

   The Licensee may not sell or attempt to sell the Products outside of their territory without the prior written consent of ET Training Systems.

4. Payments And Reports

   In consideration of rights granted by ET Training Systems to Licensee under this Agreement, Licensee will pay ET Training Systems the following:

   1. A nonrefundable license documentation fee in the amount of $___________, due and payable when this Agreement is executed by Licensee;

   2. An annual license reissue fee in the amount of $______________, due and payable on each anniversary of the Effective Date beginning on the first anniversary;
      

   3. A running royalty equal to ___ % of Net Sales for Licensed Products Sold by Licensee and covered by ET Training Systems Patent Rights; and

   4. During the Term of this Agreement and for 1 year thereafter,

      1. Licensee agrees to keep complete and accurate records of its Sales and Net Sales of Licensed Products under the license granted in this Agreement in sufficient detail to enable the royalties payable hereunder to be determined.

      2. Licensee agrees to permit ET Training Systems or its representatives, at ET Training Systems expense, to periodically examine its books, ledgers, and records during regular business hours for the purpose of and to the extent necessary to verify any report required under this Agreement.

      3. If the amounts due to ET Training Systems are determined to have been underpaid, Licensee will pay the cost of the examination and accrued interest at the highest allowable rate.

   5. Within 30 days after March 31, June 30, September 30, and December 31, beginning immediately after the Effective Date, Licensee must deliver to ET Training Systems a true and accurate written report.

      Even if no payments are due ET Training Systems, giving the particulars of the business conducted by Licensee(s), if any exist, during the preceding 3 calendar months under this Agreement as are pertinent to calculating payments hereunder. This report will include at least:

      1. the quantities of Licensed Subject Matter that it has produced;

      2. the total Sales;

      3. the calculation of royalties thereon; and

      4. the total royalties computed and due ET Training Systems

      Simultaneously with the delivery of each report, Licensee must pay to ET Training Systems the amount, if any, due for the period of each report.

   6. All amounts payable here by Licensee must be paid in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks must be payable to [Component name and address].

5. Permitted Uses

   Licensee may reproduce the product for resale within in the guideline of ET Training Systems specification.

   1. Licensee may produce print media, including advertising and promotional materials, editorial publications and consumer merchandise;

   2. Licensee may advertise by Internet, intranet, online or Web-based media provided the resolution of the images equal to or exceed 72dpi;

   3. Licensee may advertise by Television and Radio Broadcast and exhibitions;

6. Restrictions on Use

   1. The Licensee may not Sublicense, sell, assign, convey or transfer any of its rights under this Agreement.

   2. The Licensee, except as specified in writing by Licensor, has no authority and shall not attempt to act for or on behalf of the Licensor or to bind the Licensor to any contract or in any other manner.

   3. The Licensee must retain the product name of "dForce Trainer" when any Licensed Subject Matter is being distributed or sold by Licensee.

   4. Licensee may not use any product image in a pornographic, defamatory, libelous or otherwise illegal manner, whether directly or in context or juxtaposition with other materials. This includes but is not limited to the use of an Image in conjunction with any unflattering or controversial subjects, including but not limited to sexual issues, abortion, sexually transmitted diseases, physical or mental illness, illness of any kind, birth control, illegal activities, prostitution or phone call centers, illegal drug use or any other illegal activity.

7. Uses of Company Name

   Licensee may not use the name of ET Training Systems without the prior written consent of ET Training Systems.

8. Patent Marking

   Licensee must permanently and legibly mark all products and documentation manufactured or sold by it under this Agreement with a patent notice as may be permitted or required under Title 35, United States Code.

9. Product Endorsement Disclaimer

   If any product and/or image featuring a model is used in a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, embarrassing or unduly controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that the person is a model and the Image is being used for illustrative purposes only.

10. Releases
    It is the Licensee responsibility to obtain all permissions necessary to publish the product images in the manner intended. Licensee must satisfy itself that the release is adequate for Licensee's use.

11. Indemnity
    Licensee agrees to indemnify and hold ET Training Systems, officers, employees, agents and representatives, harmless from any and all claims, demands, liabilities, damages, attorney's fees, costs and expenses. Including without limitation those arising on account of any injury or death of persons or damage to property caused by, or arising out of, or resulting from the use of the "Product Name" or any breach of this agreement.

    In no event shall ET Training Systems be liable for any indirect, special, consequential or punitive damages (including, without limitation, damages for loss of profits or expected savings or other economic losses, or for injury to persons or property) arising out of or in connection with this Agreement or its subject matter, regardless of whether ET Training Systems knows or should know of the possibility of such damages.

12. Insurance

    Beginning at the time when any Licensed Subject Matter is being distributed or sold by Licensee:

    1. Licensee shall, at its sole cost and expense, procure and maintain commercial general liability insurance in amounts not less than $2,000,000 per incident and $2,000,000 annual aggregate.

    2. Licensee shall use reasonable efforts to have ET Training Systems, its officers, employees and agents named as additional insured. Such commercial general liability insurance shall provide:

       1. Product liability coverage;

       2. broad form contractual liability coverage for Licensee's indemnification under this Agreement; and

       3. Coverage for litigation costs. The minimum amounts of insurance coverage required shall not be construed to create a limit of Licensee's liability with respect to its indemnification under this Agreement.

    3. Licensee shall provide ET Training Systems with written evidence of such insurance upon ET Training Systems request. Licensee shall provide ET Training Systems with written notice of at least fifteen (15) days prior to the cancellation, non-renewal or material change in such insurance.

    4. Licensee shall maintain such commercial general liability insurance beyond the expiration or termination of this Agreement during (i) the period that any Licensed Subject Matter developed pursuant to this Agreement is being commercial distributed or sold by Licensee; and (ii) the five (5) year period immediately after such period.

13. Warranties

    ET Training Systems represents and warrants that (i) it is the owner of the entire right, title, and interest in and to Licensed Subject Matter, (ii) it has the sole right to grant licenses thereunder, and (iii) it has not knowingly granted licenses thereunder to any other entity that would restrict rights granted to Licensee except as stated herein.

    1. ET Training Systems, grant the licenses on the terms and conditions contained in this agreement and any invoice.

    2. ET Training Systems, makes no other warranties, express or implied, regarding, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose.

    3. ET Training Systems, shall not be liable to licensee or any other person or entity for any general, punitive, special, direct, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of licensee's use of the product (s).

    4. Licensee, by execution hereof, acknowledges, warrants and represents that (i) it has conducted sufficient due diligence with respect to all items and issues pertaining to this Agreement; and (ii) Licensee has adequate knowledge and expertise, or has utilized knowledgeable and expert consultants, to adequately conduct the due diligence, and agrees to accept all risks inherent herein.

    Licensee may have additional rights under state law.

14. Payment Terms
    No rights to use the product (s) are granted until the invoice relating to the product (s) is paid in full.
15. Cancellation Policy
    There are no cancellations.

16. Termination
    The license contained in this Agreement will terminate automatically without notice from ET Training Systems, LLC if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately (i) stop using the product(s), (ii) destroy or, upon the request of ET Training Systems, LLC, return all materials, including but not limited to documentation and prototypes to ET Training Systems, and (iii) delete or remove the specification or images from Licensee's premises, computer systems and storage (electronic or physical).

    1. This Agreement will earlier terminate:

       1. automatically if Licensee becomes bankrupt or insolvent and/or if the business of Licensee is placed in the hands of a receiver, assignee, or trustee, whether by voluntary act of Licensee or otherwise; or

       2. upon 30 days written notice from ET Training Systems if Licensee breaches or defaults on its obligation to make payments (if any are due) or reports, in accordance with the terms of Article 5, unless, before the end of the 30 day period, Licensee has cured the default or breach and so notifies ET Training Systems, stating the manner of the cure; or

       3. upon 90 days written notice if Licensee breaches or defaults on any other obligation under this Agreement, unless, before the end of the 90 day period, Licensee has cured the default or breach and so notifies ET Training Systems, stating the manner of the cure; or

       4. at any time by mutual written agreement between Licensee, and ET Training Systems, upon 180 days written notice to all parties and subject to any terms herein which survive termination; or
          

    2. If this Agreement is terminated for any cause:

       1. nothing herein will be construed to release either party of any obligation matured prior to the effective date of the termination;

       2. after the effective date of the termination, Licensee may sell all Licensed Products and parts it has on hand at the date of termination, if it pays earned royalties thereon according to the terms of Article 4; and

       3. Licensee will be bound by the provisions of Articles 11 (Indemnification), 12 (Insurance), and 22 (Confidential Information and Publication) of this Agreement.

17. Revocation
    Licensor reserves the right to revoke the license of any product (s) that is improperly represented by licensee. Upon notice of any revocation of a license for any product (s), Licensee shall immediately cease producing and selling the product (s).

18. Severability
    If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be reformed only to the extent to make it enforceable.

19. Choice of Law

    This Agreement will be governed in all respects by the laws of the State of Michigan without reference to its laws relating to conflicts of law. Licensee agrees that the State Court of Michigan, Wayne County and the Federal Court for the District of Michigan are the agreed and appropriate forums for any such suit, and consent to service of process by registered mail or overnight courier with proof of delivery.

20. Waiver
    No action of ET Training Systems, LLC, other than express written waiver, may be construed as a waiver of any provision of this Agreement.
21. INFRINGEMENT BY THIRD PARTIES

    Licensee, at its expense, can file lawsuit against any infringement by third parties and it is entitled to retain recovery from such enforcement.

    1. Licensee must pay ET Training Systems a royalty on any monetary recovery if the monetary recovery is for damages or a reasonable royalty in lieu thereof.

    2. If Licensee does not file suit against any infringement within 6 months of knowledge thereof, then ET Training Systems can file lawsuit against any infringement by third parties on behalf of itself and/or Licensee, ET Training Systems retains all recoveries from such enforcement.

    In any infringement suit or dispute, the parties agree to cooperate fully with each other. At the request and expense of the party bringing suit, the other party will permit access to all relevant personnel, records, papers, information, samples, specimens, etc., during regular business hours.

22. Confidential Information And Publication

    ET Training Systems and Licensee each agree that all information contained in documents marked "confidential" and forwarded to one by the other (i) be received in strict confidence, (ii) be used only for the purposes of this Agreement, and (iii) not be disclosed by the recipient party, its agents or employees without the prior written consent of the other party, except to the extent that the recipient party can establish competent written proof that such information:

    1. was in the public domain at the time of disclosure;

    2. later became part of the public domain through no act or omission of the recipient party, it’s employees, agents, successors or assigns;

    3. was lawfully disclosed to the recipient party by a third party having the right to disclose it;

    4. was already known by the recipient party at the time of disclosure;

    5. was independently developed by the recipient; or

    6. is required by law or regulation to be disclosed.

    Each party’s obligation of confidence hereunder shall exist while this Agreement is in force and for a period of 3 years thereafter.

23. General Information

    This contract contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties.

    This Agreement constitutes the only agreement between the parties for Licensed Subject Matter and all other prior negotiations, representations, agreements, and understandings are superseded hereby.

1. Licensee must comply with all applicable federal, state and local laws and regulations in connection with its activities pursuant to this Agreement.

2. This Agreement will be construed and enforced in accordance with the laws of the United States of America and of the State of Michigan.

3. Failure of ET Training Systems to enforce a right under this Agreement will not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved.

4. Headings are included herein for convenience only and shall not be used to construe this Agreement.

5. If any part of this Agreement is for any reason found to be unenforceable, all other parts nevertheless remain enforceable.