Preview | Exclusive License Agreement |

THIS EXCLUSIVE LICENSE AGREEMENT (the ?Agreement?) is made this 6th day of February 2007, by and between Lumonall Canada Inc., a Canadian corporation (the ?Licensor?), with its principal place of business at _________________________________, and Midland International Corporation (the ?Licensee?) with its principal place of business at 12650 Jane Street, King City, Ontario, Canada L7B 1A3, who hereby agree as follows:

A. Licensor is the assignee of certain intellectual property rights (?Intellectual Property Rights?) for the pigments and production of the foil used in the manufacturing of photo luminous material (?PLM?) (the ?Licensed Materials?), including the exclusive rights to use the Intellectual Property Rights in the United States, to manufacture goods utilizing the Licensed Materials in North America, as well as to distribute all goods derived from the Licensed Materials in Canada to all non-governmental entities (the ?Licensed Territory?).

B. Licensee wishes to acquire from Licensor a perpetual exclusive license to Licensor?s Intellectual Property Rights to the Licensed Materials in the Licensed Territory and Licensor wishes to assign the same to Licensee pursuant to the terms and conditions contained herein.

1.1 License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts an irrevocable, perpetual license to the Licensed Materials for use in the Licensed Territory (the ?License?), to use the Licensed Materials in the United States to manufacture goods utilizing the Licensed Materials in North America, as well as to distribute all goods derived from the Licensed Materials in Canada to all non-governmental entities in the Licensed Territory, including but not limited to sublicensing, development, manufacturing, distribution, marketing, customizing, modifying, and adding to the Licensed Materials, creation of documentation for the Licensed Materials, and any and all additional commercialization of the Licensed Materials (the ?Permitted Purposes?).

As used in this Agreement, the term ?Intellectual Property Rights? shall mean any and all rights to use the Licensed Materials existing from time to time in any jurisdiction under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law or other similar rights unless mutually agreed upon.

1.2 No Other Rights Granted. Apart from the rights afforded Licensee under this Agreement (the ?License Rights?) enumerated in this Agreement, the License does not include a grant to Licensee of any right to engage in any other activity, nor grant any ownership right, title or interest, or any security interest or other interest in any Intellectual Property Rights relating to the Licensed Materials.

1.3 Licensed Materials as Confidential Information. The Licensed Materials shall be deemed Confidential Information and use in disclosure is subject to the provisions of Article IX.

1.4 Authorized Licensee Delegates. Licensee may delegate the exercise of License Rights under this Agreement to one or more persons (the ?Authorized Licensee Delegates?) in the Licensed Territory without prior written notice to Licensor.

1.4.1

The Licensed Rights exercisable by any Authorized Licensee Delegate shall be solely for the benefit of Licensee and shall be in strict accordance with the applicable provisions of this Agreement.

1.4.2

Prior to any exercise of License Rights, each Authorized Licensee Delegate that is not a wholly owned subsidiary of Licensee or of which Licensee is not a wholly owned subsidiary shall agree in writing and be bound by this Agreement to the same extent that the Authorized Licensee Delegate would be bound if it were an employee of Licensee.

1.5 Modifications of and Additions to Licensed Materials. The parties acknowledge that Licensee may amend, modify, supplement, and add to the Licensed Materials (such new materials are referred to as the ?Licensee Additions?). All Licensee Additions shall be and remain the sole property of the Licensee. Licensee grants to Licensor a non-exclusive license (the ?Additional License?) to use the Licensee Additions, provided, however, that Licensor may not use the Licensee Additions for any of the Permitted Purposes granted to Licensee herein, or otherwise compete with Licensee.