THIS AGREEMENT, effective as of the date of sale, is made between BUYER and  Innovatia Laboratories (hereinafter referred to as Innovatia).

Recitals

1. Innovatia has conceived, designed and produced a unique circuit and component configuration for {designware designation} ("the Invention") with the following functions:

{designware functions as described on website}

and

2. BUYER is desirable of acquiring right to the Invention, for the purpose of  manufacturing or using the Invention, and Innovatia is desirous of selling and assigning same to BUYER;

NOW THEREFORE, in consideration of the mutual promises contained herein, BUYER and Innovatia agree as follows:

1. GRANT OF LICENSE. Innovatia hereby grants to BUYER a non-exclusive right to manufacture, to have manufactured for it, and to use the Invention worldwide. The license is placed in effect upon receipt of payment by Innovatia. The BUYER is not granted the right to sub-license or distribute the design of the invention to any other party without written permission by Innovatia.

2. CONSIDERATION. Innovatia shall be paid the invoice price for the Invention. Any additional design required of Innovatia must be approved by BUYER prior to Innovatia expending design time, and will be billed separately..

3. INDEMNIFICATION. BUYER agrees to indemnify and hold Innovatia harmless against any and all loss and expense (including attorney's fees and disbursements) arising out of any claims of personal injury based on the use of the licensed Invention and sold by BUYER. Innovatia agrees to indemnify and hold BUYER harmless against any claim relating to warranties of paragraph 7 below.

5. TERM. This Agreement shall continue for as long as the Invention covered by this Agreement shall continue to be manufactured or used, unless sooner terminated under the provisions of this Agreement.

6. ASSIGNMENT. The BUYER may not assign this Agreement to any affiliate or other corporation or business unit within the corporation of the BUYER except by written agreement of Innovatia.

7. WARRANTIES OF INNOVATIA. Innovatia warrants and represents to BUYER:

(a) That it is the sole and exclusive owner of all rights to the Invention and has not copied it from any other source, having developed such Invention at its own expense and through its own efforts, that there are no liens, mortgages or encumbrances thereon.

(b) That it has the right and the ability to give and grant the license herein to BUYER.

8. NO AGENCY. The relationship between the parties established by this Agreement is that of independent contractors, i.e., BUYER and Innovatia. As such, subject to the rights retained or granted to and the obligations undertaken by each party pursuant to this Agreement, each party shall conduct its business at its own initiative, responsibility and expense and shall have no authority to infer any obligations on behalf of the other party.

9. NOTICES. All notices wherever in this Agreement shall be in writing and mailed by registered or certified mail.

10. NON-ASSIGNMENT. The respective benefits and obligations of the parties hereto shall not be assigned or transferred by either party without the written consent of the other except as hereinabove provided.

11. MODIFICATION AND WAIVERS. None of the terms of this agreement shall be deemed to be waived or modified, nor shall this Agreement be renewed or extended except by an express agreement in writing signed by both parties. This failure of a party hereto in enforcing any of its rights under this Agreement shall not be deemed a continuing waiver or modification by such party of any of its rights under this Agreement.

12. SEVERABILITY. If any provision of this Agreement is for any reason declared to be invalid, the validity of the remaining provisions shall not be affected thereby.

13. APPLICABLE LAW. This Agreement shall be deemed to have been made in Panama, Republic of Panama (irrespective of where it might be signed by the parties hereto), and shall be construed in accordance with the laws of the Republic of Panama.

14. ENTIRE AGREEMENT. There are no representations, promises, warranties, covenants or undertakings other than those contained in this Agreement, which represents the entire understanding between the parties.

15. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.

16. ARBITRATION. Any dispute arising between the parties by reason of the Agreement of any alleged breach thereof shall be settled by arbitration in the Republic of Panama in accordance with the rules of the American Arbitration Association (commercial rules) with the decision of the arbitrator being binding upon both parties. The dispute shall be resolved by a single arbitrator unless either party demands a three-person panel. If a three-person panel is demanded, then two thirds (2/3) of the arbitrators fee shall be borne by the party demanding the three-person panel. In addition, each party shall bear their own attorneys fees. The filing of any claim for settlement pursuant to this Agreement shall expire six (6) months following the occurrence giving rise to the claim. The dispute shall be settled at a location within the city of Panama, Republic of Panama.

17. SUPERSEDING EFFECT. This Agreement shall be deemed to supercede any agreements heretofore entered into by and between Innovatia and BUYER concerning this Invention.

26. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date of payment of the sales invoice. The payment of invoice submitted by Innovatia to BUYER constitutes acceptance of this agreement.