LICENSE AGREEMENT

EXHIBIT 10.3

LICENSE AGREEMENT

THIS AGREEMENT is made as of the 24 ^th day of April, 2009 (the “Effective Date”)

BETWEEN

(hereinafter, “Licensor”)

AND

(hereinafter, “Licensee”)

IN CONSIDERATION of the covenants and agreements set out in this Agreement, and other good and valuable consideration, the parties agree as follows:

1. BACKGROUND AND DEFINITIONS

1.1 Definitions. A glossary of defined terms is set out in Schedule A (Glossary). All capitalized terms used in this License Agreement will have the meaning set out in Schedule A.

1.2 Background. Licensee wishes to license the Software. Licensor is engaged in a business substantially similar to that carried on by the Licensee and operates and maintains the Software in support of its business.

2. LICENSE

2.1 Grant. Licensor grants to Licensee a perpetual, non-transferable (except as set forth in Section 11.4), irrevocable (subject to the provisions in Section 4) license as follows with respect to the Software and Documentation:

Furthermore, Licensee may sublicense the Software and Documentation to Licensor or any of its Affiliates for use in Canada.

2.2 Reserved Rights. Except for the limited license rights expressly granted in this Agreement, Licensor reserves all rights, title and interest in and to the Software and Documentation.

2.3 Exclusivity. Subject to the terms and conditions of this Agreement, the license granted in Section 2.1 is an exclusive license in all provinces and territories in Canada. During any period of time that Licensor is obligated to provide any services to Licensee in respect of the Software, Licensor may use the Software in all provinces and territories in Canada for the sole purpose of providing such services to Licensee.

2.4 Restrictions. Licensee agrees not to (and will not allow, direct or authorize any User to): (i) use the Software other than in accordance with this Agreement; (ii) remove any proprietary notices from the Software or Documentation; (iii) sublicense, sell or otherwise distribute the Software to any third party, except, Licensee shall be entitled to permit any service providers to Licensee to exercise the rights and licenses granted under this Agreement only for the purposes of providing services to Licensee, as the case may be; or (iv) unless otherwise expressly agreed in writing by Licensee and Licensor:

2.5 Alternative Licenses. Licensor agrees that this Agreement is the only agreement between the parties with respect to the Software and Documentation and that any shrink wrap or click wrap license terms included or presented with either is not binding on the parties.

2.6 Modifications. Licensor shall not be required under this Agreement to: (i) provide Enhancements, Updates or error corrections, or (ii) create any interfaces, program materials, or other derivative works or modifications for the benefit of Licensee.

3. FEES AND PAYMENT

3.1 Fees. The fee payable by Licensee to Licensor applicable to Licensee’s use of the Software and Documentation (“Fees”) is the lump sum amount of $5,000,000 Canadian which amount Licensor acknowledges having received as of the date hereof.

3.2 Taxes. None of the Fees are subject to any taxes whatsoever.

3.3 Canadian Currency. All amounts specified in this Agreement refer to Canadian currency.

4. TERMINATION

4.1 Termination by Licensee. Licensee may terminate this Agreement immediately on written notice to Licensor, if Licensor is in material default of any provision of this Agreement that is not cured or addressed to the satisfaction of Licensee (acting reasonably) within 20 Business Days following written notice of the default from Licensee.

4.2 Termination by Licensor. Licensor may terminate this Agreement immediately on written notice to Licensee, if Licensee is in material default of any provision of this Agreement that is not cured or addressed to the satisfaction of Licensor (acting reasonably) within 20 Business Days following written notice of the default from Licensor.

4.3 Termination and Licenses. If Licensor exercises its termination rights pursuant to Section 4.2 of this Agreement, all licenses granted under Section 2 are terminated immediately and Licensee will cease all use of the affected Software, and shall return, delete or destroy all copies of the Software and Documentation. Notwithstanding the foregoing, Licensee may retain one archival copy of the Software and the Documentation.

4.4 Software No Longer Used By Licensor. If, at any time after 36 months from the Effective Date, Licensor provides to Licensee a written notice that Licensor has permanently ceased its use of the Software outside of Canada, Licensee will, within 180 days of its receipt of such written notice, cease its use of the Software.

4.5 Termination for Convenience by Licensee. If, pursuant to Section 11.4, Licensor assigns its rights or delegates its duties under this Agreement, either in whole or in part, Licensee may, in its sole discretion, terminate this Agreement upon written notice to Licensor. In the event of such termination under this Section 4.5 neither Licensor nor its assignee will have any further obligations or liabilities under this Agreement except pursuant to those provisions of this Agreement that survive termination of this Agreement pursuant to Section 4.7.

4.6 Intellectual Property Infringement Claim. If Licensor provides to Licensee a written legal opinion from its legal counsel (whose legal practice is principally in the intellectual property law field) that Licensee’s or Licensee’s Representatives continued use of the Software will likely result in an infringement of a third party’s Intellectual Property Rights in or to the Software, Licensee will cease its use of the Software within 30 days of Licensee’s receipt of such written legal opinion.

4.7 Survival. Those Sections which by their nature should survive the termination of this Agreement will survive termination, including Sections 1.1, 2.2, 4.3, 4.4, 4.6, 4.7, 5, 6.4, 7, 8, 9, 10 and 11.

5. CONFIDENTIAL INFORMATION

5.1 General. Licensee and Licensor agree to be bound by the terms and conditions set out in Schedule C, and any additional terms and conditions regarding privacy, confidentiality or security set out in this Agreement.

6. WARRANTIES AND DISCLAIMERS OF WARRANTIES

6.1 Right to Grant Licenses. Licensor represents and warrants to and covenants with Licensee, which representations, warranties and covenants will continue for a period of 24 months after the Effective Date, as follows: (i) Licensor has the right and authority to grant the rights and licenses set out in this Agreement free of any security interest, lien, encumbrance or claim of any kind in favour of or by any third party; and (ii) neither the Software nor the Documentation will infringe upon or violate any third-party Intellectual Property Rights.

6.2 Exclusion. The warranties set out in Section 6.1 do not extend to any damages, malfunctions, or non-conformities caused by: (i) Licensee’s use of the Software in violation of the license granted under this Agreement; or (ii) the Software having been modified other than by Licensor.

6.3 Authority. Licensor represents and warrants to and covenants with Licensee that Licensor has the right and authority to enter into this Agreement. Licensee represents and warrants to and covenants with Licensor that Licensee has the right and authority to enter into this Agreement.

6.4 Disclaimer. THE SOFTWARE IS PROVIDED BY THE LICENSOR TO THE LICENSEE “AS-IS” AND, WITH THE EXCEPTION OF THE EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN SECTION 6.1 AND SECTION 6.3, LICENSOR EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS WITH RESPECT TO THE SOFTWARE, DOCUMENTATION, OR OTHERWISE ARISING FROM THIS AGREEMENT WHETHER EXPRESS OR IMPLIED, PAST OR PRESENT, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITH THE EXCEPTION OF ANY EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS AGREEMENT, LICENSEE EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS ARISING FROM THIS AGREEMENT WHETHER EXPRESS OR IMPLIED, PAST OR PRESENT, STATUTORY OR OTHERWISE.

7. INDEMNIFICATION

7.1 Intellectual Property Indemnification. Licensor will indemnify and hold Licensee and Licensee’s Representatives harmless from any and all charges, losses, damages and expenses (including legal fees and expenses) incurred in connection with any claims, demands, suits, actions, and other liabilities asserted against any of them as a result of alleged or actual infringement of any Intellectual Property Right arising from the receipt or use of the Software or Documentation by Licensee, Licensee’s Representatives or Users, provided that Licensee: (i) gives Licensor prompt written notice of any such claim; (ii) gives Licensor all reasonable co-operation, information and assistance to handle the defense or settlement; (iii) gives Licensor, immediately upon Licensor’s request, sole control of the defense and settlement negotiations; and (iv) except to the extent required by law, Licensee makes no admission regarding any such claim without Licensor’s prior written consent. Licensor may not agree to any settlement of any claim that results in any obligations being incurred by Licensee, Licensee’s Representatives or Users without Licensee’s prior written consent. Provided that Licensor complies with this Section 7, Licensee shall have no remedy against Licensor in addition to the indemnification provided above, except it may at its option terminate this Agreement.

7.2 Harmful Code Indemnification. Licensor will indemnify and hold Licensee harmless from any and all losses, damages and expenses incurred in connection with any harmful or hidden programs or data incorporated in the Software with malicious and mischievous intent including viruses, time bombs, trap doors or similar malicious instructions, techniques or devices capable of disrupting, disabling, damaging or shutting down a computer system or software or hardware component thereof (“Harmful Code”). Once Licensee has actual knowledge of any Harmful Code, Licensee will use commercially reasonable efforts to mitigate any of its potential losses, damages and expenses. The indemnity set out this Section 7.2 shall be subject to the limitation of liability set out in Section 8.1, Section 8.2 and Section 8.3 and shall terminate 3 years from the Effective Date.

8. LIMITATION OF LIABILITY

8.1 Indirect Damages. NEITHER PARTY (INCLUDING ITS REPRESENTATIVES) WILL BE LIABLE TO THE OTHER IN ANY WAY WHATSOEVER, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, OR SPECIAL DAMAGES. THIS LIMITATION WILL APPLY WHETHER OR NOT THE DAMAGES ARE FORESEEABLE OR THE DEFAULTING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Direct Damages. THE PARTIES AGREE THAT THE MAXIMUM AGGREGATE LIABILITY OF EACH PARTY FOR ANY CLAIM, ACTION OR DEMAND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (“CLAIM”) WILL BE LIMITED TO SUCH DIRECT DAMAGES AS ARE ACTUALLY INCURRED BY THE CLAIMING PARTY.

8.3 Limit. IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF LICENSOR (INCLUDING ITS REPRESENTATIVES) TO LICENSEE (INCLUDING ITS REPRESENTATIVES), FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, EXCEED $500,000.00.

8.4 Exceptions. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET OUT IN SECTION 8.1, SECTION 8.2 AND SECTION 8.3 DO NOT APPLY TO ANY CLAIM ARISING FROM FRAUD OR WILFUL MISCONDUCT OR ANY CLAIM FOR INDEMNIFICATION UNDER SECTION 7.1. OTHERWISE, THE FOREGOING PROVISIONS SET OUT IN THIS SECTION 8 WILL APPLY REGARDLESS OF THE FORM OR CAUSE OF ACTION.

9. DISPUTE RESOLUTION

9.1 General. The Parties agree to use the dispute resolution procedures set out in Schedule D to resolve any disputes which may arise out of or in connection with this Agreement or which are otherwise related to this Agreement.

9.2 Exceptions. Notwithstanding Section 9.1, the parties acknowledge and agree that either party shall be entitled to seek an injunction or other equitable relief in order to prevent any continuing or ongoing breach of this Agreement, or any violation of any other legal obligation of the other party with respect to any Confidential Information or Personal Information required to be protected under this Agreement.

10. NOTICE

10.1 Notices. Any notice given pursuant to this Agreement will be in writing and addressed to the other party at the address for the other party listed at the start of this Agreement. Any such notice will be deemed to have been received two Business Days following: (i) deposit with a globally recognized overnight delivery service, all delivery charges pre-paid; or (ii) transmission if sent by facsimile and receipt confirmed by the facsimile machine used. Either party may designate a different address by written notice to the other party given in accordance with this Section.

11. GENERAL

11.1 Entire Agreement. This Agreement constitutes the complete and exclusive agreement between the parties with respect to its subject matter, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding its subject matter. Except as expressly set out in this Agreement, this Agreement may be changed only by a written document signed by authorized representatives of Licensor and an authorized representative of Licensee. Should any provision of this Agreement be held to be invalid by a court of competent jurisdiction, then that provision will be enforced to the extent permissible, and all other provisions will remain in effect and are enforceable by the parties.

11.2 Interpretation.

11.3 Waiver. No term of this Agreement will be deemed to be waived by reason of any previous failure to enforce it. No term of this Agreement may be waived except in a writing signed by the party waiving enforcement.

11.4 Assignment. Except as expressly set out in this Agreement or unless the context otherwise requires, neither party may assign its rights or delegate its duties under this Agreement, either in whole or in part, without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. Notwithstanding the preceding sentence, either party may, without the prior written consent of the other party, assign this Agreement as part of a sale of all or substantially all of its assets; provided that the assigning party gives the other party written notice of such assignment on the date the assignment is made. Notwithstanding the foregoing, Licensor shall not be entitled to assign, either in whole or in part, any of its rights or delegate any of its duties under this Agreement to any third party (including any Affiliate) who is in the business of operating hearing clinics or hearing centres in Canada. As part of any assignment by Licensor, as permitted pursuant to this section 11.4, Licensor shall obtain written assurances from its assignee that such assignee does not and shall not operate any hearing clinics or hearing centres in Canada. Upon any assignment hereunder, the assigning party shall remain responsible for the acts and omissions of its assignee. Subject to the restrictions in this Section 11.4, this Agreement will be binding on, will inure to the benefit of, and will be enforceable against the parties and their respective successors and assigns.

11.5 Independent Contractors. The relationship between the parties is that of independent contractors. This Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between them. Neither party will have the power to bind the other without the other party’s prior written consent.

11.6 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without reference to the conflict of laws provisions or principles. The parties agree that any Dispute shall be dealt with in accordance with Schedule D. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

11.7 Media. The parties shall consult with each other before issuing any press release or making any other public announcement with respect to this Agreement or the transactions contemplated hereby and, except as required by any applicable law or regulatory requirement, neither of them shall issue any such press release or make any such public announcement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.

11.8 Force Majeure. Except as expressly provided otherwise in this Agreement, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control that could not have been avoided by the exercise of reasonable foresight provided that the party affected by such failure or delay gives the other party prompt written notice of the cause, and uses reasonable commercial efforts to correct such failure or delay within a reasonable period of time (not to exceed 30 days).

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IN WITNESS WHEREOF THE PARTIES hereto have executed this Agreement as of the Effective Date:

[Signature page to the License Agreement]