STRATEGIC ALLIANCE AGREEMENT

1.

Manufacture and Sale by Caterpillar of B Series Telehandlers and Compact Telehandlers

2.1.

JLG’s Caterpillar Branded Telehandlers. JLG shall design, with the assistance of Caterpillar as set forth in this Agreement, develop, manufacture, and sell exclusively to Caterpillar Dealers worldwide the range of Caterpillar branded telehandlers set forth in Exhibit A, as amended from time to time by the mutual written agreement of the Parties (the “ Caterpillar Branded Telehandlers ”). During the Term, JLG shall provide the Caterpillar Dealers worldwide with Caterpillar Branded Telehandlers that are competitive in design, quality, delivery, and price. No later than 30 days prior to the EAME Transition Date, JLG shall establish sales and service processes with the Caterpillar Dealers worldwide to enable JLG to support the Caterpillar Dealers in ordering, distribution, pricing, policies, service information distribution, and service training.

2.2.

Caterpillar Approval of JLG’s Telehandler Designs.

such European line. The team will be led by the JLG Engineering Department, who will be responsible for the results of the team. JLG will make at least 2 highly qualified engineers with telehandler design experience available full time for such efforts, and Caterpillar will make between 7 and 11 highly qualified engineers with telehandler design experience in powertrain, configuarator, electrical system, structures, cabs, machine performance, and hydraulic systems available full time for such efforts. Beginning February 1, 2006, JLG shall pay Caterpillar monthly US $12,000 (which shall be the all-in cost to JLG including, among other things, salary, standard office equipment, and facility expenses) for each full time Caterpillar engineer, plus any mutually agreed travel, prototyping, testing, or other costs and expenses. The Caterpillar engineers will be supervised by a Caterpillar supervisor, but directed by the JLG Engineering Department. Caterpillar shall remove and replace any engineer upon JLG’s reasonable request in the event of poor performance or malfeasance. To the extent JLG desires to reduce the number of such Caterpillar engineers, JLG shall give Caterpillar 12 weeks prior notice of such reduction.

2.2.3.

Any and all intellectual property created by such Caterpillar engineers while members of such team shall be deemed to be Transferred Intellectual Property subject to the license grant to Caterpillar in Section 8.1 and the other rights and obligations of the Parties under Section 8 and shall be (i) automatically assigned and is hereby assigned to JLG, and (ii) owned exclusively by JLG. Caterpillar will, and will cause such engineers to, execute customary forms of intellectual property assignments or acknowledgements and take such other actions as may be reasonably necessary to assure that such intellectual property rights are owned by and vested exclusively in JLG.

2.2.4.

With respect to the North American line of Caterpillar Branded Telehandlers as described in Section 2.4, Caterpillar shall have the right, during the period from the Effective Date until 12 months following the ROW Transition Date, to review and approve the integration process of Caterpillar components into such telehandlers and to require reasonable modifications to the design of such telehandlers to ensure a quality integration of such components.

2.2.5.

Prior to the EAME Manufacturing Transition Date Caterpillar shall, at its expense, complete the B Series design changes set forth in Exhibit H.

currently uses on its B Series Telehandlers and (ii) JLG shall sell the Caterpillar Branded Telehandlers to the Caterpillar Dealers in Europe at the European Competitive Price (as defined in Exhibit A). Following the [ ] of the EAME Transition Date, all pricing will be determined exclusively by JLG.

2.4.

JLG’s North American Line of Caterpillar Branded Telehandlers. Commencing on the ROW Transition Date and continuing for the remainder of the Term (except that JLG’s obligations hereunder with respect to Caterpillar Branded Telehandlers based on the B Series Telehandlers Models TH220B and TH330B shall commence on the EAME Transition Date), JLG shall manufacture and sell exclusively to the Caterpillar Dealers in North America the North American line of Caterpillar Branded Telehandlers designated and set forth in Exhibit A in sufficient quantities to meet reasonably anticipated market demand, with availability and delivery lead times no worse than typically provided to any other comparable customer, dealer or distributor. For the [ ] following the ROW Transition Date, JLG shall sell such telehandlers to the Caterpillar Dealers in North America at the North American Competitive Price (as defined in Exhibit A). Following the [ ] of the ROW Transition Date, all pricing will be determined exclusively by JLG.

2.5.

JLG’s Rest of World Line of Caterpillar Branded Telehandlers. Commencing on the ROW Transition Date and continuing for the remainder of the Term, JLG shall manufacture and sell exclusively to the Caterpillar Dealers located outside of Europe and North America, Caterpillar Branded Telehandlers designated and set forth in Exhibit A in sufficient quantities to meet reasonably anticipated market demand, with availability and delivery lead times no worse than typically provided to any other comparable customer, dealer or distributor. For the [ ] following the ROW Transition Date, JLG shall sell such telehandlers to the Caterpillar Dealers located outside of Europe and North America at mutually agreed prices. Following the [ ] of the ROW Transition Date, all pricing will be determined exclusively by JLG.

2.6.

JLG’s Responsibility for Caterpillar Branded Telehandlers. JLG shall have all responsibility for all telehandlers manufactured and sold by it, including warranty, service, and product liability, subject to certain representations, indemnification and other obligations of Caterpillar under the Alliance Agreements.

2.7.

Warranty; Product Support Policies. For the 12 months following the EAME Transition Date, JLG’s standard warranty for Caterpillar Branded Telehandlers sold to Caterpillar Dealers in Europe shall be substantially similar to Caterpillar’s standard warranty attached hereto as Exhibit B. For the 12 months following the ROW Transition Date, JLG’s standard warranty for Caterpillar Branded Telehandlers sold to Caterpillar Dealers in North America and the rest of the world shall be substantially similar to JLG’s standard warranty attached hereto as Exhibit G. Following the anniversary of the EAME Transition Date or ROW Transition Date, as applicable, JLG shall determine, in accordance with market demand, the standard warranty for Caterpillar Branded Telehandlers, provided that such warranty shall not be for less than 1 year. JLG’s warranty policies, technical support, parts procedures and processes, and other after sale

services shall apply to Caterpillar Branded Telehandlers, provided that for a period ending 12 months following the EAME Transition Date, Caterpillar may review and make suggestions and recommendations as to the same to the extent Caterpillar believes they are necessary to best serve the Caterpillar Dealers and their customers and to protect Caterpillar’s goodwill.

2.8.

Mandatory Caterpillar Components. Unless the Parties mutually agree otherwise, JLG shall use only Caterpillar branded engines, transmissions, filters, hoses and couplings purchased exclusively from Caterpillar on all Caterpillar Branded Telehandlers. The foregoing obligation of JLG shall commence on the EAME Transition Date or ROW Transition Date (as applicable) for all Caterpillar Branded Telehandlers and for all of the above mentioned components, except that with respect to transmissions for JLG’s North American line of Caterpillar Branded Telehandlers, the obligation of JLG shall commence no later than 18 months after the ROW Transition Date. JLG shall be relieved of its obligations in Section 2.3, 2.4 or 2.5 to meet market demand to the extent Caterpillar does not timely make sufficient quantities of the above mandatory components available to JLG.

2.9.

Caterpillar Specified Items. JLG shall use only Caterpillar specified paint, keys, floor mats, seats, steering wheels, decals (subject to JLG considerations on any safety and operating decals), and nomenclature on all Caterpillar Branded Telehandlers.

2.10.

Technical Information. JLG shall promptly provide Caterpillar from time to time with complete, up to date, and accurate technical information concerning Caterpillar Branded Telehandlers, including product specifications, benefits, features, and optional equipment. Caterpillar shall promptly post such information on Caterpillar’s internet website or provide a link from Caterpillar’s internet website to such information.

2.11.

Cab Competency Center. JLG may, for a mutually agreed upon fee, engage Caterpillar to provide mutually agreed services to JLG from Caterpillar’s Cab Competency Center in connection with the development of cabs for Caterpillar Branded Telehandlers.

2.12.

Caterpillar Dealers. Promptly following the Effective Date, Caterpillar shall provide JLG with a current list of all Caterpillar Dealers, and their dealer principals, service territories, and facility locations. During the Term, Caterpillar shall notify JLG of the appointment or termination of any Caterpillar Dealer, including its dealer principal(s), the service territory assigned to such Caterpillar Dealer, and its facility locations.

2.13.

Minimum Content Requirements. The Parties understand and acknowledge that a goal of the Alliance Agreements is that, commencing January 1, 2010, and on an annual basis thereafter during the Term, a minimum of 90% of Caterpillar Branded Telehandlers and JLG Supplied Telehandlers, in the aggregate, contain (i) Caterpillar Engines or Perkins Engines and (ii) Caterpillar Transmissions or Turner Transmissions (the “ Minimum Content Goal ”). The Sales Report required under Section 9.3 shall be utilized in monitoring the Parties success in meeting the Minimum Content Goal. In the event the

Minimum Content Goal is not met in any calendar year, the Parties shall meet during the following year to discuss the reasons therefor and potential solutions thereto.

2.14.

Attachments. Caterpillar shall sell to JLG, at prices to be mutually agreed by the Parties, Caterpillar’s current attachments (i.e., work tools) common between B Series Telehandlers and other Caterpillar products solely for JLG to manufacture a Caterpillar Branded Telehandler where such an attachment is included as part of an order placed by a Caterpillar Dealer for such Caterpillar Branded Telehandler. JLG shall not knowingly sell, offer to sell, distribute, or promote to its customers or dealers (including the Caterpillar Dealers) such attachments as an aftersale product. All aftersale common attachments shall be sold exclusively by Caterpillar to the Caterpillar Dealers.

3.1.

JLG Telehandlers. In this Agreement, (i) “ JLG Brand Telehandlers ” means all telehandler products manufactured by or for JLG (i.e., all brands from time to time), except for telehandlers sold pursuant to military or other government contracts and private label brands, and (ii) “ JLG Supplied Telehandlers” means JLG Brand Telehandlers sold to a Caterpillar Dealer. JLG shall sell JLG Supplied Telehandlers to Caterpillar Dealers in sufficient quantities to meet reasonably anticipated market demand as a group.

3.2.

Prices and Sales Terms to Certain Caterpillar Dealers. Following the ROW Transition Date, JLG shall sell to each Caterpillar Dealer located in North America for such dealer’s rental operations JLG Brand Telehandlers at prices (considering JLG net invoice pricing and all incentives, market support fees and volume rebates to dealers or customers or any Affiliates of such dealers or customers) and on other sales terms (taken as a whole) that [ ]. Such prices and terms shall only be provided to such Caterpillar Dealer if it does not, following the ROW Transition Date, purchase a model of telehandler for its rental operations that is not a Caterpillar Branded Telehandler or a JLG Brand Telehandler if there is a substantially similar (in function and specification) Caterpillar Branded Telehandler or JLG Brand Telehandler.

4.1.

Parts Distribution for Caterpillar Branded Telehandlers. With input from the Alliance support team described in Section 5, the Parties shall, no later than April 1, 2006, mutually agree upon a system for the fulfillment of replacement parts orders placed by Caterpillar Dealers with respect to Caterpillar Branded Telehandlers based on the following parameters, with the goals that (i) all parts to support Caterpillar Branded Telehandlers will be sold to the Caterpillar Dealers by Caterpillar, and JLG shall not sell any parts to the Caterpillar Dealers to support Caterpillar Branded Telehandlers, and (ii) except for all (A) engine parts and transmission parts, (B) B Series Telehandler and Compact Telehandler parts, (C) replacement filters, hoses, and couplings, and parts therefor, and (D) parts that are common between Caterpillar Branded Telehandlers and machines or equipment manufactured by or for Caterpillar or sold by Caterpillar,

Caterpillar will purchase all parts to support Caterpillar Branded Telehandlers from JLG at prices and on terms to be mutually agreed by the Parties. Failure of the Parties to reach agreement by April 1, 2006, on such system for the fulfillment of replacement parts orders placed by Caterpillar Dealers shall not be grounds for termination of this Agreement by either Party.

4.2.

Caterpillar Engine and Transmission Parts. All Caterpillar engine parts and transmission parts to support components sold by Caterpillar to JLG shall be sold directly by Caterpillar to the Caterpillar Dealers.

4.3.

Perkins and Turner Parts. Perkins Master Distributors shall be the sole source for all engine parts required to support Perkins branded engines in JLG Brand Telehandlers, and Caterpillar shall be the sole source for all Turner transmission parts required to support Turner branded transmissions in JLG Brand Telehandlers. Caterpillar shall give good faith consideration and assistance to JLG dealers and JLG’s ServicePlus locations to become second level dealers of the Perkins Master Distributors.

4.4.

JLG’s Purchase of Engine and Transmission Parts. JLG shall purchase (i) Caterpillar engine parts exclusively from the Caterpillar Dealers, (ii) Turner transmission parts exclusively from Caterpillar, and (iii) Perkins engine parts exclusively from the Perkins Master Distributors.

4.5.

Caterpillar Filters, Hoses and Couplings. All replacement filters, hoses and couplings to replace the filters, hoses and couplings sold by Caterpillar to JLG pursuant to Section 2.8 for use in the manufacture by JLG of Caterpillar Branded Telehandlers shall be sold directly by Caterpillar to Caterpillar Dealers.

4.6.

No Will Fit Parts by JLG. JLG shall not knowingly manufacture or have manufactured, sell, offer to sell, distribute, or promote to its customers or dealers (including the Caterpillar Dealers) any “will fit” parts that compete with (i) parts or components sold by Caterpillar to JLG or to the Caterpillar Dealers, pursuant to Sections 4.2 through 4.5, to support Caterpillar Branded Telehandlers or JLG Brand Telehandlers (other than hoses and couplings for JLG Brand Telehandlers), or (ii) Perkins engine parts or Turner transmission parts. JLG shall not actively promote the use of any parts manufactured by or on behalf of JLG for use in B Series Telehandlers or Compact Telehandlers sold prior to the EAME Transition Date and ROW Transition Date, as applicable, or any other product manufactured by or for Caterpillar (other than Caterpillar Branded Telehandlers) or develop or have developed a cross reference therefor.

4.7.

No Will Fit Parts by Caterpillar. Except for (i) engine parts and transmission parts as described in Sections 4.2 and 4.3, (ii) B Series Telehandler and Compact Telehandler parts, (iii) replacement filters, hoses, and couplings, and parts therefor, sold by Caterpillar to JLG or to the Caterpillar Dealers, (iv) Caterpillar parts that are common, as of the Effective Date, between Caterpillar Branded Telehandlers or JLG Supplied Telehandlers, on the one hand, and machines or equipment manufactured by or for Caterpillar or sold by Caterpillar, on the other hand, and (v) “will fit” parts not unique to

telehandlers, Caterpillar shall not knowingly manufacture or have manufactured, sell, offer to sell, distribute, or promote to the Caterpillar Dealers any “will fit” parts that compete with parts sold by JLG to support JLG Supplied Telehandlers. Caterpillar shall not develop or have developed a cross reference for any “will fit” parts that it has agreed to not knowingly manufacture or have manufactured, sell, offer to sell, distribute, or promote pursuant to the foregoing sentence.

4.8.

JLG Part Numbers. For parts used only on both B Series Telehandlers and Caterpillar Branded Telehandlers, Caterpillar acknowledges that JLG may use Caterpillar part numbers. If the parties mutually agree on a system for the fulfillment of replacement parts orders by Caterpillar Dealers pursuant to Section 4.1 whereby all parts to support Caterpillar Branded Telehandlers will be sold to the Caterpillar Dealers by Caterpillar, Caterpillar hereby acknowledges that JLG may use Caterpillar part numbers and part number schemes for all parts to service Cat Branded Telehandlers. If the Parties do not mutually agree on such a system prior to April 1, 2006, JLG shall, by October 1, 2006, transition to using part numbers and part number schemes for any parts or components that it may manufacture or have manufactured, sell, offer to sell, distribute, or promote that are appreciably different from Caterpillar’s part numbers or part number schemes. Caterpillar and JLG agree to equally share the cost for the engineering activity to transition the Caterpillar part numbers to JLG part numbers. For purposes of identification, to the extent practicable and consistent with current JLG practices, JLG shall stamp, forge, cast, etch, or otherwise conspicuously mark or package each part and component that it may manufacture or have manufactured, sell, offer to sell, distribute, or promote with a part number and part number scheme that is appreciably different from that used by Caterpillar.

5.1.

Caterpillar Alliance Assistance. To facilitate the cooperative development of Caterpillar Branded Telehandlers and the integration of Caterpillar components into Caterpillar Branded Telehandlers and JLG Brand Telehandlers and other JLG branded products, Caterpillar shall, unless the Parties mutually agree otherwise, for a period of 2 years, or such longer period of time as the Parties may mutually agree, put in place a support team to foster the success of the Alliance. The support team shall consist of a minimum of 5 individuals to include one Alliance manager, one marketing representative covering North and South America, one marketing representative covering Europe and Asia Pacific, one product support manager, and one engineering technology manager. The marketing representatives shall support communications and help to build relationships between JLG and the Caterpillar Dealers, the product support manager shall provide support and consult with JLG, and the engineering technology manager shall assist with the design, development, and manufacturing of Caterpillar Branded Telehandlers and JLG Supplied Telehandlers. The Alliance manager shall facilitate discussions between JLG and Caterpillar Financial Services Corporation.

5.2.

JLG Alliance Assistance. To facilitate the cooperative development of the Caterpillar Telehandlers and the integration of Caterpillar components into Caterpillar Branded

Telehandlers and JLG Supplied Telehandlers and other JLG branded products, JLG shall, unless the Parties mutually agree otherwise, for a period of 2 years, or such longer period of time as the Parties may mutually agree, put in place a support team to foster the success of the Alliance. The support team shall consist of a minimum of 5 individuals to include one Alliance manager, one marketing representative covering North and South America, one marketing representative covering Europe and Asia Pacific, one product support manager, and one engineering technology manager. The marketing representatives shall support communications and help to build relationships between JLG and the Caterpillar Dealers, the product support manager shall provide support and consult with Caterpillar, and the engineering technology manager shall assist as necessary with, and from time to time provide relevant information to Caterpillar personnel relating to, the design, development and manufacturing of Caterpillar Branded Telehandlers and JLG Supplied Telehandlers.

5.3.

Caterpillar Support Services. In addition to the support described in Section 5.1, Caterpillar shall invite JLG to participate, at JLG’s expense, in Caterpillar, Caterpillar Dealer, and customer marketing, training and promotional activities relevant to the telehandler business. In addition, in North America JLG will be invited to participate in annual dealer rental product training programs (of which there are typically 2 centralized programs held per year) and the annual salesman product training seminars held in Tucson, Arizona. In Europe, JLG will be invited to participate in key training events that will occur at the Sales Training Campus in Malaga, Spain starting in 2006 and in a train-the-trainer event that occurs with key new product introductions. Caterpillar shall, on a periodic basis, provide to JLG a copy of Caterpillar’s current customer marketing, training and promotional activities calendar.

5.4.

Communications Coordinators. Caterpillar and JLG shall each appoint a primary communications coordinator to facilitate communication between the Parties. JLG’s coordinator shall attend Caterpillar’s brand communications training as soon as reasonably possible.

6.1.

License Grant. For the Term of this Agreement, and except as otherwise provided under Section 11.7 hereof, Caterpillar Inc. hereby grants to JLG a non-exclusive, worldwide license to use those Caterpillar marks (the “Caterpillar Marks" ) and secondary marks set forth in attached Exhibit C (collectively the “ Marks ”), with no right to transfer, assign, or sublicense, exclusively in connection with designing, manufacturing, having manufactured (provided the manufacturing third party has signed a written agreement relating to the Marks with Caterpillar), marketing, promoting, offering to sell, selling, leasing, financing, importing, and exporting Caterpillar Branded Telehandlers and their progeny, and mutually agreed service parts, packaging, and components, all of which must be for the purpose of transacting exclusively with Caterpillar Dealers or, in the case of used Caterpillar telehandlers acquired by JLG from the Caterpillar Dealers, other parties to the extent reasonably required by JLG to dispose of such used Caterpillar telehandlers, but, in any event, not in connection with any other telehandlers, products,

service parts, packaging, or components (unless such other service parts, packaging or components are branded by Caterpillar with one or more of the Marks). Caterpillar Inc. shall retain ownership of, and, except as provided in the foregoing sentence, all rights in and to, the Marks, and all goodwill relating thereto shall inure to the benefit of and remain vested in Caterpillar Inc. Except as otherwise provided in Section 11.7, this license shall automatically terminate upon the termination or expiration of this Agreement.

6.2.

Notice of Third Party Infringement of Marks . JLG shall provide Caterpillar Inc. with prompt notice of any alleged, actual or threatened infringement or dilution of the Marks or of any alleged, actual or threatened unfair competition, passing-off or other similar action of which JLG may become aware, giving particulars thereof, and JLG shall provide reasonable information and assistance to Caterpillar, at Caterpillar’s expense, in the event that Caterpillar, in its sole discretion, decides to initiate investigation or proceedings. Caterpillar shall diligently protect and defend its rights in the Marks and the license granted hereby, and shall have the sole right to initiate and control any and all legal actions to enforce its rights in the Marks and shall retain any and all recoveries from such actions. JLG shall not initiate any action concerning or related to infringement of the Marks, unfair competition, or any other claim based upon the Marks.

6.3.

No Challenge, Interference, or Registration by JLG. JLG agrees not to intentionally, whether directly or indirectly, question, attack, contest, or in any other manner impugn the validity or enforceability of the Marks, or Caterpillar Inc.’s ownership thereof, or any registration therefor by Caterpillar and will take no action that will intentionally interfere with, diminish, or impair the Marks or Caterpillar’s rights therein, including in any action in which enforcement of a provision of this Agreement is sought; nor shall JLG willingly become a party adverse to Caterpillar in any action, claim, suit, litigation, arbitration, or other proceeding in which a third party contests the validity or enforceability of the Marks or Caterpillar’s rights therein. JLG agrees not to register or use any mark that is identical to or confusingly similar to any of the Marks or that might otherwise dilute any of the Marks. If any application for registration is filed in any jurisdiction by JLG which relates to any mark which, in Caterpillar’s reasonable opinion, is confusingly similar, deceptive, or misleading with respect to the Marks or which dilute the Marks, JLG shall, upon notice from Caterpillar, immediately abandon and withdraw any such application or registration.

6.4.

JLG Assistance to Caterpillar. JLG agrees, at Caterpillar’s expense, to assist Caterpillar in the registration, maintenance, and/or enforcement of the Marks as may be reasonably requested by Caterpillar from time to time, such assistance to include executing documents, providing evidence, or recording this license or JLG as licensee of Caterpillar Inc. with respect to the Marks.

6.5.

Representation and Warranty . Caterpillar Inc. represents and warrants to JLG that: (i) to Caterpillar Inc.’s Knowledge, Caterpillar Inc. owns all legal and beneficial rights, title and interest in and to all of the Caterpillar Marks, free and clear of any liens, encumbrances, or right of any third party (other than liens, encumbrances, or rights that do not interfere or conflict with JLG’s use of the Caterpillar Marks as contemplated by this Agreement),

(ii) the Caterpillar Marks, to Caterpillar Inc.’s Knowledge, do not infringe or dilute any third party mark or other intellectual property right, (iii) it has not granted to any third party any license or right to use the Marks in connection with telehandlers, (iv) there are no actions, suits, proceedings or claims pending or, to Caterpillar Inc.’s Knowledge, threatened with respect to the Marks that would affect, impair or undermine the rights that Caterpillar Inc. is granting JLG hereunder in the Marks, (v) Caterpillar Inc. has the full authority and right to grant the license set forth in Section 6.1, and (vi) JLG has the right to use the Marks as provided in Section 6.1 and otherwise in this Agreement.

6.6.1.

JLG shall only have a right to use the Marks as set forth in Section 6.1 or otherwise in this Agreement for so long as the quality, product support, and services (each taken as a whole) for Caterpillar Branded Telehandlers remain consistent with the high quality of goods and services (each taken as a whole) associated with Caterpillar construction equipment products generally manufactured and marketed in Caterpillar’s Building and Construction Products division or such successor division that generally manufactures and markets construction equipment (the “ Trademark Quality Standards ”).

6.6.2.

Upon Caterpillar’s reasonable request, JLG shall furnish or make available to representatives of Caterpillar (i) samples of any Caterpillar Branded Telehandlers or other items described in Section 6.1 bearing a Mark for inspection, survey, testing, and review to assure conformance with Caterpillar’s quality standards, (ii) data relating to the conformance of Caterpillar Branded Telehandlers and associated product support and services to Caterpillar’s quality standards, and (iii) samples of instruction and warranty materials to be provided with Caterpillar Branded Telehandlers. Caterpillar shall bear all reasonable expenses for any shipment of goods to Caterpillar or collection or provision by JLG of data, at the request of Caterpillar, other than in JLG’s ordinary course of business.

6.6.3.

Should Caterpillar reasonably believe at any time that the quality, product support, or services (each taken as a whole) for Caterpillar Branded Telehandlers or other items described in Section 6.1 are not consistent with the Trademark Quality Standards, Caterpillar shall notify JLG in writing of such alleged deficiency, which notice shall include a detailed explanation of, and Caterpillar’s suggested cure for, such alleged deficiency. JLG shall, within 10 days of Caterpillar’s notice to JLG, notify Caterpillar that JLG (i) has or will take curative steps to alleviate the alleged deficiency within 60 days and include a detailed explanation of such curative steps, or (ii) disagrees, in good faith, with Caterpillar’s reasonable belief of the alleged deficiency, which notice shall include a detailed explanation of why JLG disagrees. In the event the parties are in disagreement about the alleged deficiency (a “ Quality Dispute ”), within 10 days of JLG’s notice to Caterpillar of such disagreement, senior executives of the Parties shall meet to attempt to resolve the Quality Dispute. In the event that such senior executives are unable to resolve the Quality Dispute despite good faith efforts, the Parties shall submit such matter to mediation under the

Commercial Mediation Procedures of the American Arbitration Association and a mediator shall be selected, both within 3 days. Once commenced, no such mediation shall be permitted to proceed for more than 10 days. Each Party shall bear its own costs relating to the mediation, but the costs and expenses of the mediator and any administrative costs of the mediation shall be borne equally by the Parties.

6.6.4.

In the event the Parties are unable to resolve the Quality Dispute, the parties shall submit such matter to binding arbitration in Chicago, Illinois, before a single arbitrator under the auspices and pursuant to the Commercial Arbitration Rules then in effect of the American Arbitration Association. The arbitration hearing will be scheduled so that it is concluded within 20 days from the date of the filing of the arbitration, and the arbitrator shall render his decision within 10 days after the closing of the hearing. The arbitrator will be chosen under the usual procedures and from the usual panels of the American Arbitration Association except that the arbitrator shall not have performed, directly or indirectly, a material amount of work for either Party within the five-year period immediately preceding the date of his selection or intend or desire to perform work for either party within one year following the date of his selection. The sole issue to be arbitrated before the arbitrator is whether the alleged deficiency exists, and the arbitrator may only find either (i) the alleged deficiency exists, or (ii) the alleged deficiency does not exist. This determination shall be given preclusive or collateral estoppel effect. Each Party shall bear its own attorneys’ fees and costs relating to the arbitration, but the costs and fees of the arbitrator, the fees to the American Arbitration Association, and any other costs of such arbitration shall be borne equally by the Parties. If the arbitrator determines that JLG is deficient, JLG shall have the opportunity to cure pursuant to Section 11.4. If JLG does not cure such deficiency within the 90 day time period set forth in Section 11.4 (or a longer period of time if Caterpillar in its discretion so agrees in writing), Caterpillar may terminate the license to the Marks granted under this Agreement.

Branded Telehandlers or any other use of the Caterpillar name or Marks or any reference to Caterpillar or the Caterpillar Dealers, which approval shall not be unreasonably withheld or delayed.

6.9.

Approval Process for Use of Marks . With respect to uses of the Caterpillar name or Marks as contemplated in Sections 6.7 and 6.8, JLG shall provide to Caterpillar, for Caterpillar’s approval, samples of any proposed advertising or marketing materials, displays, or uses, including public announcements, that include the Caterpillar name or Marks (collectively, the “Materials" ) and their intended application at least 15 days prior to their use or publication. Caterpillar shall notify JLG of its acceptance or rejection of such Materials within 10 days after such Materials are submitted to Caterpillar, which notice, in the case of rejection, shall include a detailed explanation of the reasons for the rejection thereof; provided that, if Caterpillar fails to notify JLG regarding the acceptance or rejection of such Materials within such 10 days, such materials shall be deemed rejected and, upon the request of JLG, Caterpillar shall provide a detailed reason therefor. Once Materials are approved, they are deemed approved during the Term, unless written notice of subsequent disapproval of the same is provided to the JLG.

6.10.

No JLG Marks. Except as required by applicable law, for patent protection or under ANSI, ASME, CE, EN, CSA, or AS standards, no component or part incorporated into Caterpillar Branded Telehandlers shall have any brand or mark of JLG.

6.11.

Other JLG Products. JLG shall clearly distinguish Caterpillar Branded Telehandlers and other items described in Section 6.1 bearing a Mark from all other products and items that it may design, manufacture, have manufactured, market, sell, offer to sell, or distribute. In accordance with the foregoing sentence, JLG shall not use Caterpillar specified paint (or other substantially similar color), keys, floor mats, seat, steering wheel, nomenclature, and the Marks (or items confusingly similar thereto) on such other products and items.

7.1.

License Grant. For the Term of this Agreement, and subject to the terms and conditions of this Agreement, Caterpillar hereby grants to JLG a non-exclusive, worldwide license, with no right to transfer or assign, to use the intellectual property set forth on Exhibit D (the “ Common Intellectual Property ”) exclusively in connection with designing, manufacturing, having manufactured, selling, offering to sell, importing, and exporting Caterpillar Branded Telehandlers, JLG’s current telehandler product line, and a common telehandler platform to be developed for sale commencing one year after the EAME Transition Date in Europe, Africa, and the Middle East (the “ JLG Common Platform ”), their progeny and, unless restricted or prohibited elsewhere in this Agreement, service parts and components for Caterpillar Branded Telehandlers, which must be sold exclusively through the Caterpillar Dealers, but, in any event, not in connection with any (i) telehandlers or other products other than Caterpillar Branded Telehandlers, the JLG Common Platform, or JLG’s current telehandler product line, (ii) service parts or

components for any engines or transmissions, (iii) service parts or components for telehandlers or other products other than Caterpillar Branded Telehandlers, the JLG Common Platform, or JLG’s current telehandler product line, or (iv) packaging. Notwithstanding any other provision of this Agreement, JLG shall have no right to use the “ Restricted Common Intellectual Property ” (as defined in Exhibit D) other than in connection with Caterpillar Branded Telehandlers. Caterpillar shall retain ownership of, and except as expressly provided in this Section 7, all right, title, and interest in, to, and under, the Common Intellectual Property. Except as otherwise provided under Section 11.7, this license shall automatically terminate upon the termination or expiration of this Agreement.

7.2.1.

All Software included in the Common Intellectual Property is subject to the following additional terms and conditions. “ Software ” includes the executable code of the following Caterpillar proprietary software: (i) the version of Electronic Technician (“ ET ”) specific to the B Series Telehandlers, (ii) the version of the flash files for B Series Telehandlers’ electronic control modules as released for production, and (iii) the current version of Product Software Programming System (“ PSPS” ).

7.2.2.

Caterpillar hereby grants to JLG, and JLG hereby accepts, a nonexclusive, nontransferable license to install and use the ET software only with JLG’s European line of Caterpillar Branded Telehandlers, so long as such software is used on Caterpillar recommended hardware.

7.2.3.

Caterpillar hereby grants to JLG, and JLG hereby accepts, a nonexclusive, nontransferable license to install and use a copy of the flash file software described in Section 7.2.1(ii) only with the associated electronic control modules for use with JLG’s European line of Caterpillar Branded Telehandlers, so long as such software is used on Caterpillar recommended hardware.

7.2.4.

Caterpillar hereby grants to JLG, and JLG hereby accepts, a nonexclusive, nontransferable license to install and use one copy of the PSPS software for the Term of this Agreement but only at JLG’s production facility for JLG’s European line of Caterpillar Branded Telehandlers.

7.2.5.

Caterpillar retains all right, title and interest in the Software, and nothing contained herein shall be construed as the relinquishment on the part of Caterpillar of any of its ownership interest in the Software.

7.2.6.

JLG shall not copy, distribute, sublicense, or otherwise transfer or make available the Software, except as explicitly authorized herein, and under no circumstances to any third party. JLG shall not reverse engineer, decompile, disassemble, or otherwise attempt to gain the source code to the Software.

7.2.7.

The Software licenses granted under this Section 7.2 will automatically terminate (i) 12 months after the EAME Transition Date, or (ii) upon termination of this Agreement, whichever occurs first. Upon termination of this Software license, JLG shall erase all Software from all computing systems and return or destroy any media containing the Software.

Caterpillar, through the engineering technology manager referred to in Section 5.1, shall provide technical assistance reasonably requested by JLG to facilitate JLG’s efficient and proper use of the Common Intellectual Property for permitted uses under this Agreement. To the extent required for JLG to read and understand output files acquired from Caterpillar relating to hydraulic, cooling, and sound analyses for B Series Telehandlers, Caterpillar will use its Dynasty, Cool1, and Sonic+ software for extracting any data reasonably required by JLG and put it into a form usable by JLG using JLG tools. In the event that data cannot be extracted and translated into a usable form, Caterpillar will utilize such software on JLG’s behalf. In no event will Caterpillar provide these services for JLG’s new product development or any purpose other than as set forth above.

7.7.

Backup Copy. JLG may make, maintain and retain one backup copy of the Common Intellectual Property.

7.8.

Representation and Warranty . Caterpillar represents and warrants to JLG that (i) Caterpillar beneficially owns free and clear of any liens all rights, title and interests in and to the Common Intellectual Property, (ii) Caterpillar has not granted (except to its suppliers in connection with B Series Telehandlers and Compact Telehandlers) and will not grant any license or right to use the Common Intellectual Property to