Non Disclosure

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TERMS & CONDITIONS

NON-EXCLUSIVE PATENT LICENCE

WHEREAS

1) Proprietor is the registered proprietor of US Patent Application Number *Patent Pending ("the Patent"),

2) Proprietor has agreed to grant Licensee a non-exclusive, non-sole licence under the Patent on the terms set out below.

1 Licence

1.1 Proprietor hereby grants to Licensee a non-exclusive, non-sole, non-transferable licence under the Patent for the use of the technology covered by the Patent.

2 Royalty

2.1 Licensee shall pay to Proprietor a royalty of $49.95 per year for this license which will automatically be renewed each year unless explicitly not renewed.

3 Termination

3.1 If the royalty due under this agreement is not paid as set out herein or if Licensee commits a breach of any obligation under this agreement and such breach is not remedied within 2 days of notice given to it by Proprietor, then Proprietor may terminate this Licence forthwith without further notice and prejudice to:

(a) Licensee's obligation to make payment in respect of the royalty specified herein; or

(b) Proprietor's right to sue for all sums as are owed.

3.2 In the event of termination, Licensee shall immediately cease to have any permission to do any act exclusively reserved to the Proprietor.

4 Licence to Be Personal

4.1 This Licence is personal to Licensee, and Licensee shall not assign or purport to assign the same or grant or purport to grant any sub-licence thereunder.

5 No Challenge

5.1 Licensee agrees that Licensee, its affiliates or subsidiaries will not challenge the validity of the Patents now or in the future.

6 Confidential

6.1 This agreement and its contents are confidential information for Proprietor. Licensee agrees to keep it confidential and will not disclose it to any third party.

7 Ancillary Provisions

7.1 This Agreement shall be construed and enforced according to the laws of Pennsylvania. All disputes arising out of or in connection with this Agreement shall be finally settled under the American Arbitration Rules applicable in Pennsylvania.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date submitted.

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