LICENSE AGREEMENT

LICENSE AGREEMENT

This License/Reseller Agreement (“Agreement”) is entered into as of this ______ day of _______________, 20__, by and between ShieldZone Corp., a Utah Corporation, with its principal place of business at __________________, Salt Lake City, UT 84121 (“Supplier”), and __________________________, a ____________________, having its principal place of business or residence at ____________________________________, (“Licensee/Reseller”). Supplier and Licensee/Reseller are sometimes referred to herein individually as a “party” and collectively as the “parties.”

Whereas, Supplier sells a line of screen protectors and/or housing protectors for electronic devices including, but not limited to, cellular telephones, digital audio players (MP3 players), digital video players, personal digital assistants, and watches and related accessories;

Whereas, Licensee/Reseller is in the business of reselling screen protectors and/or housing protectors;

Whereas, Supplier desires to engage the Licensee/Reseller for the purposes of marketing and selling Supplier’s screen and/or housing protectors and associated accessories in the United States of America; and

Therefore, in consideration of the following conditions set forth in this Agreement, and other consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties agree to the following.

1. DEFINITIONS

" Customer " means an end user of a Product.

" Limited Warranty Statement " means Supplier’s then-current warranty from Protective Solutions, Inc. to Customers.

" Product " means a product in Supplier’s then-current reseller product list, a current copy of which is attached as Exhibit A. Supplier may add to, delete from, or otherwise modify the Products on the Product List at any time, and at Supplier’s sole discretion.

" Territory " means the Licensee/Reseller’s physical store outlets located in United States of America.

2. PRODUCT TERMS

2.1 APPOINTMENT.  

Supplier hereby appoints Licensee/Reseller, and Licensee/Reseller accepts such appointment, to act as a non-exclusive reseller of Products to Customers located only in the Territory. Sale of Products to other resellers or Licensee/Reseller's affiliates is strictly prohibited. Sale of Products using third-party websites, including auction-based websites, is strictly prohibited. Licensee/Reseller may only sell the Products: (i) in face-to-face transactions from physical store outlets located in the Territory, and/or (ii) using Licensee/Reseller’s proprietary web site or Licensee/Reseller’s mail order catalog.

2.2 PRICES.  

3.1 PURCHASE ORDERS. 

3.2 SHIPMENT.

UPS is Supplier’s shipping provider. Products are shipped f.o.b. Licensee/Reseller acknowledges that all orders will be shipped using UPS 3-day Select Service unless otherwise specified in the Purchase Order, and acknowledges that any escalation in shipping cost and service will be at Licensee/Reseller’s expense. If Licensee/Reseller prefers to ship using its own carrier account or by some other method, Licensee/Reseller must contact Supplier for approval and confirmation of service availability. Supplier shall have the right to change the shipping provider without written notice at any time. Licensee/Reseller's special packing requests, will be borne by Licensee/Reseller unless otherwise agreed to in writing by Supplier.

3.3 PRODUCT DEFECTS.  

Defective Products may be returned with an authorization number obtained from Supplier. Shipping instructions will be determined by Supplier. If returned Products are found to be non-damaged, non-defective opened product, the Products will be returned to Licensee/Reseller on the next shipment to Licensee/Reseller, and recharged to Licensee/Reseller’s account. Licensee/Reseller acknowledges that all orders returned after sixty (60) days from invoice date will be assessed a twenty percent (20%) restocking fee, and that no Product may be returned after a ninety (90) day period. Licensee/Return shipment charges via unauthorized carriers and all customs or broker's fees are the responsibility of Licensee/Reseller. Supplier reserves the right to charge-back to Licensee/Reseller shipping charges incurred on those Products that were not at any point resold to Customers but were returned as defective and no fault was found. Incomplete Product returns will be accepted less the value of the missing components. Licensee/Reseller will be in material breach of this Agreement if it returns Products as "defective" to Supplier when Licensee/Reseller has not at any point resold such Products to Customers, except that Licensee/Reseller may return Products that were not at any point resold to Customers that are in fact "defective."

3.4 RESERVATION OF RIGHT TO CANCEL OR DELAY SHIPMENT.

Supplier reserves the right to cancel or delay shipment of any order placed by Licensee/Reseller and accepted by Supplier if Licensee/Reseller: (i) is in default on any payment owed to Supplier or any third party in connection with this Agreement; (ii) fails to meet reasonable credit or financial requirements established by Supplier; (iii) discontinues business or declares bankruptcy; or (iv) otherwise fails to comply with any of the terms and conditions of this Agreement.

3.5 PAYMENT.

Payments on orders for product will be due and payable in full thirty (30) days from the invoice date. If Licensee/Reseller is in default of its payment obligations, Supplier shall give written notice of such default to Licensee/Reseller. Upon receipt of such default notice, Licensee/Reseller shall have fifteen (15) days to cure. If Licensee/Reseller fails to cure within the fifteen (15) day notice period, Licensee/Reseller shall pay monthly service charges of one percent (1%) per month for any past due amounts. Supplier may in its sole discretion change Licensee/Reseller's credit terms and/or require C.O.D. payment for any shipments.

4. SUPPLIER’S OBLIGATIONS

4.1 PRODUCT AVAILABILITY AND PRICING  

Supplier shall make Products available to Licensee/Reseller at prices as set forth in Exhibit A of this Agreement. Supplier shall make commercially reasonable efforts to ship all ordered Products within reasonable time periods to the address designated by Licensee/Reseller. Supplier shall take reasonable efforts to make available its most recent catalogs and promotional materials, if any, to Licensee/Reseller for a nominal charge. Supplier shall use its reasonable efforts to maintain communication with Licensee/Reseller to inform Licensee/Reseller of new products and relevant Supplier information. Licensee/Reseller may have access to specific information regarding product updates, availability, support materials, and manufacturing suggested retail pricing (“MSRP”).

5. RESELLER'S OBLIGATIONS

5.1 LICENSEE/RESELLER COVENANTS .  

Licensee/Reseller will: (i) conduct business in a manner that reflects favorably at all times on Products and the good name, goodwill and reputation of Supplier; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to Supplier or Supplier Products; (iii) make no false or misleading representations with regard to Supplier or Supplier Products; (iv) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to Supplier or Supplier Products; and (v) make no representations, warranties or guarantees to customers or to the trade with respect to the specifications, features or capabilities of Supplier Products that are inconsistent with the literature distributed by Supplier.

5.2 USE OF TRADEMARKS AND PROPRIETARY NOTICES.  

During the term of this Agreement, Licensee/Reseller may use the trademarks, trade names, logos and designations used by Supplier for Supplier Products solely in connection with Licensee/Reseller's advertisement and promotion of Supplier Products, in accordance with Supplier’s then-current trademark usage policies. Licensee/Reseller shall not remove or destroy any copyright notices, trademarks or other proprietary markings on the Products, documentation or other materials related to the Products. Upon termination of this Agreement, Licensee/Reseller shall have two (2) months from the date of termination of the Agreement in which Licensee/Reseller to advertise and promote the Products using Supplier’s trademarks and trade names. Supplier may not use Licensee/Reseller's trade names, trademarks or service marks following the above defined period without first obtaining Licensee/Reseller's express approval. Licensee/Reseller shall not do or cause to be done any act or thing that would in any manner damage or impair, directly or indirectly, the reputation of Supplier or that of its logos, products, trademarks, or registrations. Any usage of Supplier’s trademarks, service marks, and trade names inure to the benefit of Supplier.

5.3 PRODUCT PRICING, ADVERTISING AND APPROVAL .

Licensee/Reseller may sell Products at any price mutually agreeable to Licensee/Reseller and any of its customers. Licensee/Reseller shall display and maintain Supplier’s MSRP, as identified in the price list available on the Supplier website, in all marketing and advertising materials, including, but not limited to displays of pricing in print, electronic, broadcast, fax and direct mail campaigns, except for general or temporary discounts approved by Supplier for Licensee/Reseller participation. Licensee/Reseller may advertise a price discount for certain Products only for specific Supplier approved specials which incorporate offer time limits. Licensee/Reseller shall not offer ad hoc or across the board discounts on any or all of the Products. Supplier shall have the right to review Licensee/Reseller’s marketing and advertising materials, including Licensee/Reseller’s websites, catalogs and other published pricing materials, to ensure Licensee/Reseller’s compliance with the terms and conditions of this Agreement. Licensee/Reseller shall furnish examples or mock ups to Supplier, upon request, of any and all advertising, stickers, materials, items, and other marketing collateral relating to the Products which Reseller intends to use to market, promote and sell the Products at least thirty (30) days prior to use. Supplier shall review the materials for accuracy, quality, and adherence to Supplier’s style guide. Supplier shall provide approval or recommend modifications within ten (10) days of receipt of such materials. Failure by Supplier to either approve or make recommendations within ten (10) days shall be deemed as constructive approval of such materials. Licensee/Reseller shall not be authorized to publish or distribute marketing or promotional material relating to any or all of the Products until such material is approved by Supplier.

5.4 SUB-DISTRIBUTION.

Licensee/Reseller shall not authorize or appoint any dealers, agents, representatives, sub-distributors, original equipment manufactures, value added resellers, systems integrators, or other third parties to sell or distribute the Products without prior written approval from Supplier.

5.5 MARKETING AND DISTRIBUTION RIGHT ONLY .   

Licensee/Reseller is authorized to market and distribute the Products only in the form and packaging as delivered by Supplier in accordance with the terms of this Agreement. Nothing in this Agreement may be constructed to grant any right, title or interest in any Intellectual Property rights embodied in or associated with the Products, or any right to copy, disseminate, disclose, recompile, alter, translate, reverse engineer, repackage, or interfere in any way with any of the materials or information that constitute the Products.

5.6 PROTECT AGAINST UNAUTHORIZED USE.  

Licensee/Reseller shall use best efforts to protect the Products from unauthorized copying, dissemination, disclosure, recompilation, altering, translating, reverse engineering, and other unauthorized use. The provisions of this paragraph are intended to survive termination of this Agreement for so long as the copyrights and trade secrets applicable to the Products remain in effect as Intellectual Property rights of Supplier and their respective successors or assignees.

5.7 PRODUCT PACKAGING .  

Supplier’s name brand shall be visible on all Products that are marketed, advertised and/or displayed by Licensee/Reseller. Licensee/Reseller shall not disassemble any Product or Product packaging to remove any branding and/or Supplier identifiers in any of the Products. 

5.8 INTELLECTUAL PROPERTY.   

Supplier shall be the sole and exclusive owner of any and all right, title and interest in the Product and any and all other intellectual property, whether present or future, in the

United States or foreign, at common law, registerable or non-registerable, fixed in any tangible medium of expression, including by way of example and not limitation, patents, inventions, trade secrets, trademarks, service marks, trade dress, copyrights, and other materials in any form that relate to the Product and/or Licensee/Reseller’s services performed under this Agreement (hereinafter “Intellectual Property”). Licensee/Reseller acknowledges that Supplier’s Intellectual Property is valuable property of Supplier and that Licensee/Reseller has no right, title, or interest in any of Supplier’s Intellectual Property. In the event that Licensee/Reseller or any of Licensee/Reseller’s employees or personnel makes any improvements, modifications, or amendments to the Product, all right, title and interest to those improvements, modifications, and amendments is solely and exclusive owned by Supplier. Licensee/Reseller shall disclose promptly to Supplier or its nominee, any and all Intellectual Property Licensee/Reseller or Licensee/Reseller’s employees or personnel conceived, made, created, discovered,