Exhibit 10.1
E XTENSION AND T
HIRD M ODIFICATION TO
M ANUFACTURING, D ISTRIBUTING
AND T ECHNOLOGY L
ICENSE A GREEMENT
THIS EXTENSION AND THIRD MODIFICATION TO
MANUFACTURING, DISTRIBUTING AND TECHNOLOGY LICENSE
AGREEMENT (this “Third
Modification”) is made and entered into as of July 3, 2008 by
and between Image Sensing Systems, Inc., a Delaware corporation
located at 500 Spruce Tree Centre, 1600 University Avenue West, St.
Paul, Minnesota 55104 (hereinafter, “ISS”), and
Econolite Control Products, Inc., a California corporation located
at 3360 E. La Palma Avenue, Anaheim, California 92806 (hereinafter
“Econolite”). ISS and Econolite were the parties to the
original Manufacturing, Distributing and Technology License
Agreement dated June 11, 1991 (the “Agreement”) which
was subsequently modified, in part, in a Modification to
Manufacturing, Distributing and Technology License Agreement dated
September 1, 2000 (the “First Modification”), a Letter
Agreement dated June 19, 1997 (the “Letter Agreement”),
Extension and Second Modification to Manufacturing, Distributing
and Technology License Agreement dated July 13, 2001 (the
“Second Modification”) and Settlement Agreement,
Contract Modification and Mutual Release executed August 3, 2006
(the “Settlement”).
Recitals:
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A.
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The parties have operated successfully under the
Agreement, as modified, for more than 15 years.
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B.
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The Agreement, as previously modified, will, under
its terms, terminate on June 11, 2011.
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C.
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The parties hereto decide to extend the term of the
Agreement and to add or modify certain provisions.
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NOW, THEREFORE , for
and in consideration of the foregoing premises, and the mutual
covenants and agreements contained herein, the parties hereto agree
as follows:
1. The
first paragraph of ARTICLE I. APPOINTMENT AS EXCLUSIVE DISTRIBUTOR
AND MANUFACTURER OF THE PRODUCTS shall be deleted in is entirety
and replaced with the following:
In accordance with and subject to the terms and
conditions of Article V below, ISS appoints Econolite as its
exclusive licensee to make, have made, use, license, distribute and
sell the products defined in Article V and specified in Exhibit A
attached hereto (the “Products”) to customers located
in the Territory (as defined in Article V) for use solely in
connection with applications primarily related to the regulation of
surface transportation. Notwithstanding the foregoing and for
purposes of clarificati
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