FEATURED SERVICES PROVIDER AGREEMENT

THIS AGREEMENT is made this [Date] by and between [Name of International Patent Protection Co.] , a [State of Incorporation] corporation with offices at [Address of International Patent Protection Co.] (“International Patent Protection Co.”), and [Name of dot.com (DC Patent Attorney Co.)] a [State of Incorporation] with offices at [Address of dot.com] (“DC Patent Attorney Co.”) (collectively the “Parties”).

W I T N E S S E T H:

WHEREAS, the International Patent Protection Co. develops, markets and provides certain services relating to [Identify type of Services] that lend themselves to marketing on an Internet Web Site (the “Featured Services”) and maintains its own Web Site directed to such Featured Services (the “International Patent Protection Co. Web Site”);

WHEREAS, the International Patent Protection Co. has developed specific content relating to the Featured Services which has heretofore been featured on the International Patent Protection Co. Web Site (the “International Patent Protection Co. Content”);

WHEREAS, the (DC Patent Attorney Co.) maintains an Internet Web Site directed to [Identify the subject matter of the (DC Patent Attorney Co.) Web Site] (the “(DC Patent Attorney Co.) Web Site”);

WHEREAS, the (DC Patent Attorney Co.) has developed specific content relating to the business of the (DC Patent Attorney Co.) which has heretofore been featured on the (DC Patent Attorney Co.) Web Site (the “(DC Patent Attorney Co.) Content”); and

WHEREAS, the Parties agree to create a section on the (DC Patent Attorney Co.) Web Site dedicated to the Featured Services being offered by the International Patent Protection Co. and including the International Patent Protection Co. Content (the “Featured Services Section”) and which shall be accessible through links on the (DC Patent Attorney Co.) Web Site and the International Patent Protection Co. Web Site and which may include a section in which products can be purchased on-line (the “Storefront”).

NOW, THEREFORE, in consideration of the obligations set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. LICENSE GRANT
A. The International Patent Protection Co. hereby grants to (DC Patent Attorney Co.) and (DC Patent Attorney Co.) hereby accepts a non-exclusive, non-transferable license (without the right to sublicense) to use, copy and display, in a manner “framed” by or “embedded” within the (DC Patent Attorney Co.) Web Site, the International Patent Protection Co. Content.

B. The (DC Patent Attorney Co.) hereby grants to International Patent Protection Co. and International Patent Protection Co. hereby accepts a non-exclusive, non-transferable license (without the right to sublicense) to use, copy and display, in a manner “framed” by or “embedded” within the International Patent Protection Co. Web Site, the (DC Patent Attorney Co.) Content.

C. The International Patent Protection Co. hereby grants to (DC Patent Attorney Co.) a limited license to use the International Patent Protection Co. trademarks as set forth on Exhibit A (the “International Patent Protection Co. Marks”) on the (DC Patent Attorney Co.) Web Site and Featured Services Section solely for the purpose of using, marketing and promoting the services of the International Patent Protection Co. of the (DC Patent Attorney Co.) Web Site during the Term of the Agreement. In the event that the (DC Patent Attorney Co.) desires to use the International Patent Protection Co. Marks outside of the (DC Patent Attorney Co.) Web and Featured Services Section, the (DC Patent Attorney Co.) shall, in each instance, obtain the International Patent Protection Co.’s written approval for use of the International Patent Protection Co. Marks in any such collateral marketing materials, which consent shall not be unreasonably withheld or delayed.

D. The (DC Patent Attorney Co.) hereby grants to the International Patent Protection Co. a limited license to use the (DC Patent Attorney Co.)’s trademarks as set forth on Exhibit B (the “(DC Patent Attorney Co.) Marks”) on the International Patent Protection Co. Web Site and the Featured Services Section of the (DC Patent Attorney Co.) Web Site during the Term of the Agreement. In the event that the International Patent Protection Co. desires to use the (DC Patent Attorney Co.) Marks outside the International Patent Protection Co. Web Site and Featured Services Section of the (DC Patent Attorney Co.) Web Site, the International Patent Protection Co. shall, in each instance, obtain the (DC Patent Attorney Co.)’s written approval for use of the (DC Patent Attorney Co.) Marks in any such collateral marketing materials, which consent shall not be unreasonably withheld or delayed.

2. ON-LINE SERVICE AND LINKING
A. Each party shall only distribute the other party’s Content to its users pursuant to an on-line service agreement. The On-line Service Agreement shall allow Users the right to reproduce one copy of the Content for their personal, non-commercial use.

B. Neither party shall modify, edit, abbreviate, censor or limit the other party’s Content, except for the specific “framing” or “embedding” contemplated by the Agreement.

C. The parties contemplate that this will be an exclusive relationship as it relates to the Content that the (DC Patent Attorney Co.) will display on the (DC Patent Attorney Co.) Web Site. Thus, the (DC Patent Attorney Co.) shall not, without the prior written consent of International Patent Protection Co., display any information of the type of the International Patent Protection Co. Content on the (DC Patent Attorney Co.) Web Site other than Content provided by International Patent Protection Co. on the Featured Services Section.

D. The (DC Patent Attorney Co.) shall establish and maintain at least one Link: (i) from the (DC Patent Attorney Co.) Web Site Home Page to the Featured Services Section, (ii) from the Featured Services Section to the International Patent Protection Co. Web Site and the (DC Patent Attorney Co.) Web Site Home Page, (iii) from the (DC Patent Attorney Co.) Web Site to the Storefront, and (iv) in content in the Featured Services Section to related resource information on the International Patent Protection Co. Web Site and the (DC Patent Attorney Co.) Web Site. For purposes of this provision, “Home Page” means the first page of a web site which is displayed when accessing the associated URL.

E. International Patent Protection Co. shall establish and maintain one or more Links from the: (i) International Patent Protection Co. Web Site to the Featured Services Section of the (DC Patent Attorney Co.) Web Site, and (ii) International Patent Protection Co. Web Site to the (DC Patent Attorney Co.) Web Site.

F. For purposes of this provision, Links shall mean text, banners, logos and contextual links (a “Graphical Image”) which permit a User to go from one party’s web site to another web site by clicking on the Graphical Image.

G. As soon as practicable from the Effective Date, (DC Patent Attorney Co.) shall implement a Storefront on the Featured Services Section, which shall be Linked from the Featured Services Section to the International Patent Protection Co. Web Site and the (DC Patent Attorney Co.) Web Site. Once a User follows a Link to the International Patent Protection Co./(DC Patent Attorney Co.) Site, International Patent Protection Co. shall facilitate the purchase of Products by the User. The Storefront shall be the exclusive on-line retail section for all [identify type of products]
After the launch of the Storefront, (DC Patent Attorney Co.) shall not accept advertising which directly competes with the products being sold on the Storefront. As used herein, ‘advertising which directly sells” means that a user may link to a HTML page on which a product is for sale by within one hyperlink from such advertising.

3. MARKETING AND PROMOTIONS
A. The (DC Patent Attorney Co.) shall place advertising banners on each page of the Featured Services Section of the (DC Patent Attorney Co.) Web Site, which shall include banner advertisements, Linked to the International Patent Protection Co. Web Site, pursuant to the following schedule and terms:

1. during the first successive year following the Effective Date, a minimum of [number] impressions;

2. during the second successive year following the Effective Date, a minimum of [number] impressions;

3. during the third successive year following the Effective Date, a minimum of [number] impressions; and

4. the banners shall be within at least [number] ([#}) hyperlinks from the (DC Patent Attorney Co.) Web Site Home Page and Featured Services Section and shall be evenly distributed throughout the relevant period.

B. Where appropriate and at the (DC Patent Attorney Co.)’s discretion, the (DC Patent Attorney Co.) may periodically feature the Featured Services Section and the International Patent Protection Co. Web Site in its newsletter and distribute it to its registered Users.

C. Where appropriate and at the (DC Patent Attorney Co.)’s discretion, the (DC Patent Attorney Co.) shall prominently feature the International Patent Protection Co. in the (DC Patent Attorney Co.)’s promotional, sales and marketing materials, including press coverage, where possible. Notwithstanding the foregoing, the (DC Patent Attorney Co.) shall also conduct at least [number] ([#]) special promotions featuring the Featured Services Section, which shall be mutually agreed to by the Parties, and in no event shall the (DC Patent Attorney Co.) conduct less than [number] ([#]) special promotions per year. The (DC Patent Attorney Co.) shall obtain the International Patent Protection Co.’s prior written consent before distributing any promotional materials or undertaking any such promotional events.

D. Where appropriate and at the International Patent Protection Co.’s sole discretion, the International Patent Protection Co. may periodically feature the (DC Patent Attorney Co.) and the Featured Services Section in its newsletter, on the International Patent Protection Co. Web Site Home Page and in other International Patent Protection Co. promotional, sales and marketing materials, including press coverage, where possible. The International Patent Protection Co. shall obtain (DC Patent Attorney Co.)’s prior written consent before distributing any promotional materials.

E. The International Patent Protection Co. and the (DC Patent Attorney Co.) shall participate in joint sales and marketing discussions at mutually agreed times and locations to discuss how the Parties can participate in additional joint marketing and business development opportunities.

F. The (DC Patent Attorney Co.) and the International Patent Protection Co. agree to release a joint press release within [number] ([#]) days of the Effective Date. From time to time thereafter, the Parties may issue joint press releases as mutually agreed upon.

4. PAYMENT AND FEES
A. Pursuant to the terms and conditions set forth herein, the International Patent Protection Co. shall pay the (DC Patent Attorney Co.) a fee of $[amount] (the “Fee”), payable in accordance with a payment schedule to be determined.

B. In addition to the foregoing Fee, the International Patent Protection Co. shall pay to the (DC Patent Attorney Co.) a transaction fee of the Net Proceeds on Qualified Sales of Products originating from the Storefront on the Featured Services Section (the “Transaction Fee”). As used herein, “Net Proceeds” means revenue actually received by the International Patent Protection Co.. For purposes of this paragraph, Qualified Sale shall mean a sale in which a User followed a Link from the Featured Services Section to the Storefront and purchased a Product.

C. Transaction Fees are due and payable on the [number] ([#]th) day after the calendar quarter following the calendar quarter in which the revenue was received. If a Product that generates a Transaction Fee is returned, the corresponding Transaction Fee will be deducted from the next quarter’s payment. Transaction Fee checks shall be accompanied by a report. The form, content and frequency of the report may vary from time to time in the International Patent Protection Co.’s discretion; provided, however, that such reports shall be issued no less frequently than once per calendar quarter and shall contain sufficient information to enable the (DC Patent Attorney Co.) to determine if the appropriate Transaction Fees have been paid.

D. If the Transaction Fees payable to the (DC Patent Attorney Co.) for any calendar quarter are less than $[amount], International Patent Protection Co. will hold such Transaction Fees until the total amount due is at least $[amount] or until this Agreement is terminated, whichever occurs first. If a Product generating a Transaction Fee is returned by the User, the International Patent Protection Co. will deduct the corresponding Transaction Fee from the next quarterly payment. If there is no subsequent payment, the International Patent Protection Co. will send the (DC Patent Attorney Co.) with a bill for the transaction fees, and the (DC Patent Attorney Co.) shall reimburse the International Patent Protection Co..

E. The, (DC Patent Attorney Co.) shall have the first right to sell advertising space on the Featured Services Section. The International Patent Protection Co. may sell any excess advertising, subject to the (DC Patent Attorney Co.)’s acceptance of such advertising. The Net Advertising Revenue generated by the (DC Patent Attorney Co.) from such advertising shall be shared between the Parties of such Net Advertising Revenue allocated to the (DC Patent Attorney Co.) and such Net Advertising Revenue allocated to the International Patent Protection Co.. In the event that the International Patent Protection Co. sells such advertising, then the International Patent Protection Co. shall receive Net Advertising Revenue and Net Advertising Revenue shall be allocated to the (DC Patent Attorney Co.). The (DC Patent Attorney Co.) shall provide monthly advertising reports to the International Patent Protection Co. for impressions delivered. As used herein, “Net Advertising Revenue” means gross revenue of actual sales less costs paid to acquire the advertising, not to exceed [#]% of the total gross revenue.

F. The (DC Patent Attorney Co.) shall also pay to the International Patent Protection Co. a percentage of the (DC Patent Attorney Co.)’s actual rates charged for advertising which accrues to the (DC Patent Attorney Co.) during the term of this Agreement from paid banner advertising (“Banner Advertising Revenue”) that both (i) appears on pages of the Featured Services Section and (ii) prominently features International Patent Protection Co. Content such that a majority of that page’s content (excluding advertisements, teasers and text links) is composed of International Patent Protection Co. Content. For purposes of this section, International Patent Protection Co. Content excludes “teaser” content and contextual links to the Featured Services Section.

G. Net Advertising Revenue and Banner Advertising Revenue due to the International Patent Protection Co. shall be due and payable on the thirtieth (30th) day after the calendar quarter following the calendar quarter in which the revenue was received. If the Net Advertising Revenue payable to the other party for any calendar quarter is less than $[amount], the selling party will hold such Net Advertising Revenue until the total amount due is at least $[amount] or until this Agreement is terminated, whichever occurs first.

5. RECORD INSPECTIONS AND AUDITS
A. Each party shall have the right, upon reasonable notice, to inspect the books and records and all other documents and material in their possession or control with respect to the subject matter of this Agreement. The inspecting party shall have free and full access thereto for such purposes and may make copies thereof.

B. In the event that such inspection reveals an underpayment of the actual monies or fee owed the other party, that party shall pay the difference, plus interest calculated at the rate of ONE PERCENT (1%) per month. If such underpayment be in excess of ONE THOUSAND UNITED STATES DOLLARS ($1,000.00) for any period, the party shall also reimburse the inspecting party for the cost of such inspection.

C. All books and records relative to a party’s obligations hereunder shall be maintained and made accessible to the other party for inspection at a location in the United States for at least two (2) years after termination of this Agreement.

D. Each party shall provide the other party with monthly site usage reports within [number] ([#]) days of the end of each month.

6. INTELLECTUAL PROPERTY RIGHTS
A. The Parties acknowledge and agree that (i) each party’s Marks are and shall remain the sole property of that party; (ii) nothing in the Agreement shall convey to either party any right of ownership in the other party’s Marks; (iii) neither party shall now or in the future contest the validity of the other party’s Marks; and (iv) neither party shall in any manner take any action that would impair the value of, or goodwill associated with, such Marks. The Parties acknowledge and agree that all use of the other party’s Marks by a party shall inure to the benefit of the party whose Marks are being used.

B. The International Patent Protection Co. agrees that all right, title and interest in and to the (DC Patent Attorney Co.) Content shall remain in the (DC Patent Attorney Co.), including all copyright and other intellectual property rights. The International Patent Protection Co. shall have no right, title and interest in and to the (DC Patent Attorney Co.) Content or any copyright or other intellectual property rights therein, other than the rights to use and redistribute such Content as granted by this Agreement.

C. The (DC Patent Attorney Co.) agrees that all right, title and interest in and to the International Patent Protection Co. Content shall remain in the International Patent Protection Co., including all copyright and other intellectual property rights. The (DC Patent Attorney Co.) shall have no right, title and interest in and to the International Patent Protection Co. Content or any copyright or other intellectual property rights therein, other than the rights to use and redistribute such Content as granted by this Agreement.

7. QUALITY CONTROL STANDARDS
The Parties acknowledge and agree that the quality of goods and services offered under each of their respective sites shall be at least as high as the quality of the goods and services offered by the other party. The Parties agree to comply with such specific standards for use of the respective Marks as each party may, in its discretion, establish and modify from time to time.

8. PRIVACY ISSUES
The International Patent Protection Co. may request its Users, including (DC Patent Attorney Co.)’s Users, to provide personal information when they sign up for certain services, including requesting information on chat rooms and forums (“User Data”). Such User Data is owned by each User and the International Patent Protection Co. does not use or disclose any such User Data without the consent of the User. Nothing contained herein shall be construed as an obligation of a party to provide User Data to the other party.

9. REPRESENTATIONS AND WARRANTIES
A. The International Patent Protection Co. represents and warrants that the International Patent Protection Co. Content and International Patent Protection Co. Marks do not infringe any copyright, trademark or trade secret of any third party.

B. The (DC Patent Attorney Co.) represents and warrants that the (DC Patent Attorney Co.) Content and (DC Patent Attorney Co.) Marks do not and infringe any copyright, trademark or trade secret of any third party.

10. INDEMNITY
Each Party agrees to defend, indemnify, and hold the other party, and its officers, directors, agents, and employees, harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third Parties against such party based on any breach of any representation and warranty made in this Agreement.

11. LIMITATION OF LIABILITY
A. THIS AGREEMENT IS AN AGREEMENT FOR SERVICES. NOTWITHSTANDING THE FOREGOING AND EXCEPT AS SET FORTH IN PARAGRAPH 9, BOTH PARTIES SPECIFICALLY DISCLAIM ALL WARRANTIES PROVIDED THEREUNDER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN PARTICULAR, AND NOT BY WAY OF LIMITATION, THE PARTIES DO NOT WARRANT THAT THE (DC PATENT ATTORNEY CO.) WEB SITE, FEATURED SERVICES SECTION, INTERNATIONAL PATENT PROTECTION CO. WEB SITE AND STOREFRONT WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION OR THAT ANY FILES AVAILABLE FOR DOWNLOAD FROM SUCH SITES ARE FREE OF INFECTION BY VIRUSES, WORMS OR OTHER UNAUTHORIZED CODE.

B. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OR OTHER LOSS ARISING OUT OR RESULTING FROM THE AGREEMENT, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF EITHER PARTY AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT OR ANY OTHER THEORY OF LIABILITY. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR THE GREATER OF (i) THE CUMULATIVE AMOUNT ACTUALLY PAID BY EACH PARTY TO THE OTHER PARTY, OR (ii) $[number].

12. CONFIDENTIALITY
A. “Confidential Information” shall mean any confidential technical data, trade secret, know-how or other confidential information disclosed by any party hereunder in writing, orally, or by drawing or other form and which shall be marked by the disclosing party as “Confidential” or ”Proprietary”. If such information is disclosed orally, or through demonstration, in order to be deemed Confidential Information, it must be specifically designated as being of a confidential nature at the time of disclosure and reduced in writing and delivered to the receiving party within [number] ([#]) days of such disclosure.

B. Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is known to the receiving party at the time of disclosure or becomes known to the receiving party without breach of this Agreement; (ii) is or become publicly known through no wrongful act of the receiving party or any subsidiary of the receiving party; (iii) is rightfully received from a third party without restriction on disclosure; (iv) is independently developed by the receiving party or any of its subsidiary; (v) is furnished to any third party by the disclosing party without restriction on its disclosure; (vi) is approved for release upon a prior written consent of the disclosing party; (vii) is disclosed pursuant to judicial order, requirement of a governmental agency or by operation of law.

C. The receiving party agrees that it will not disclose any Confidential Information to any third party and will not use Confidential Information of the disclosing party for any purpose other than for the performance of the rights and obligations hereunder during the term of this Agreement and for a period of [number] ([#]) years thereafter, without the prior written consent of the disclosing party. The receiving party further agrees that Confidential Information shall remain the sole property of the disclosing party and that it will take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information by its employees. No license shall be granted by the disclosing party to the receiving party with respect to Confidential Information disclosed hereunder unless otherwise expressly provided herein.

D. Upon the request of the disclosing party, the receiving party will promptly return all Confidential information furnished hereunder and all copies thereof.

E. The Parties agree that all publicity and public announcements concerning the formation and existence of this Agreement shall be jointly planned and coordinated by and among the Parties. Neither party shall disclose any of the specific terms of this Agreement to any third party without the prior written consent of the other party, which consent shall not be withheld unreasonably. Notwithstanding the foregoing, any party may disclose information concerning this Agreement as required by the rules, orders, regulations, subpoenas or directives of a court, government or governmental agency, after giving prior notice to the other party.

F. If a party breaches any of its obligations with respect to confidentiality and unauthorized use of Confidential information hereunder, the non- breaching party shall be entitled to equitable relief to protect its interest therein, including but not limited to injunctive relief, as well as money damages notwithstanding anything to the contrary contained herein.

13. TERM
This Agreement and the provisions hereof, except as otherwise provided, shall be in full force and effect commencing on the date of execution by both Parties and shall extend for an Initial Term of [number] ([#]) years (the “Term”). This Agreement shall be automatically renewed for additional “Extended Terms” each of [number] ([#]) years unless either party notifies the other in writing of its intention not to renew the Agreement, such notification to be provided at least [number] ([#]) days prior to the expiration of the then in-effect Term.

14. TERMINATION
A. The International Patent Protection Co. has the right to immediately terminate this Agreement following the first anniversary of the Effective Date and, again, on the second anniversary of the Effective Date of the Agreement, if the page views for the Featured Services Section are not met.

B. This Agreement may be terminated by either party upon [number] ([#]) days written notice to the other party in the event of a breach of a material provision of this Agreement by the other party, provided that, during the [number] ([#]) days period, the breaching party fails to cure such breach.

15. EFFECT OF TERMINATION
Upon termination or expiration of this Agreement, all rights granted to the International Patent Protection Co. shall forthwith revert to the (DC Patent Attorney Co.) who shall be free to contract with others without any obligation to the International Patent Protection Co..

16. RELATIONSHIP OF PARTIES
Nothing in the Agreement shall be deemed to constitute, create, give effect to or otherwise recognize a partnership, joint venture or formal business entity of any kind; and the rights and obligations of the Parties shall be limited to those expressly set forth herein.

17. FORCE MAJEURE
Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

18. NOTICE AND PAYMENT
A. Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the above stated address or mailed by certified, registered or Express mail, return receipt requested or by Federal Express.

B. Either party may change the address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.

19. JURISDICTION/DISPUTES
This Agreement shall be governed in accordance with the laws of the State of [State]. All disputes under this Agreement shall be resolved by litigation in the courts of the State of [State] including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

20. AGREEMENT BINDING ON SUCCESSORS
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

21. ASSIGNABILITY
Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.

22. WAIVER
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

23. SEVERABILITY
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

24. INTEGRATION
This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand and seal the day indicated.

[(DC Patent Attorney Co.)]     [International Patent Protection Co.]

By:        By:
Title:      Title:
Date:      Date:

 

EXHIBIT A

[List the International Patent Protection Co. Marks]
EXHIBIT B

[List the (DC Patent Attorney Co.) Marks]