Production Agreement

THIS AGREEMENT made [date] between [CORPORATION] with its principal office at [Address] hereinafter referred to as "CORPORATION" and [OEM] with its principal office at [Address] hereinafter referred to as "OEM"

1. Purpose. CORPORATION agrees to grant to OEM a limited license for production and manufacturing rights to CORPORATION'S proprietary (describe in detail) products/tools/equipment and documentation (collectively the "Products") under the terms and conditions of this Agreement.

2. Grant of License/Production Rights. Subject to payment by OEM to CORPORATION of the amount set forth in Section 3 below, CORPORATION grants to OEM a non-exclusive, non-transferable license to make copies of the products/tools/equipment up to the cumulative value of $------ Dollars (AUD $------) (as determined by CORPORATION'S then current standard Distributor List Price) for the sole purpose of assigning such limited production rights to the subsidiary which OEM will be forming under the Joint Venture agreement between the parties. Such subsidiary will be distributing certain mutually agreed to CORPORATION products in accordance with CORPORATION'S standard International Distribution Agreement ("International Distribution Agreement"). OEM further agrees to require, as a condition of such assignment, such subsidiary to be bound by all of OEM's obligations set forth in this Production Rights Agreement. OEM shall not use the products/tools/equipment for any other purpose or in any other manner.

It is an express condition of this Agreement that title to, ownership of, and all rights in patents, copyrights and trade secrets in the products/tools/equipment and any copy or part of such products/tools/ equipment shall not transfer to DBL and shall remain in CORPORATION and/or CORPORATION'S vendors.

3. Payment. In consideration of such license for limited production rights, OEM agrees to pay CORPORATION the amount of $-------, (AUD $---). In the event CORPORATION does not receive such payment, this Agreement shall automatically be terminated.

Payments to CORPORATION shall be made without deduction for taxes, imposts, customs, levies or other withholding ("GST") or shall be grossed-up to provide CORPORATION the same amount after such Tax as it would have received without the imposition of such Tax, together with tax receipts or similar evidence of payment by OEM. OEM shall also be responsible, at its own expense, for obtaining all necessary export and import permits and certificates.

4. Term. The term of this Agreement shall commence as of the date set forth above and shall end on the earlier of (i) failure of OEM to assign such limited production rights to the subsidiary by [date] (ii) termination as set forth in Section 7 of this Agreement, or (iii) expiration or termination of the "International Distribution Agreement" to be entered into between [Name] new subsidiary and CORPORATION.

5. Copies/Translations. CORPORATION will provide OEM with one (1) master copy for each [name of Product]. OEM shall ensure that all copies of the products/tools/equipment (i) are serialised, (ii) properly contain CORPORATION and CORPORATION'S vendor's copyright and proprietary notices and (iii) are equal in quality and appearance to the products/tools/ equipment distributed by CORPORATION OEM agrees to maintain complete records (as required by Section XX of the International Distribution Agreement) of all copies of the products/tools/equipment and to make these records available to CORPORATION on request. OEM may, at its own expense, translate the products/tools/equipment documentation into (state language) provided such translation does not materially alter the products/tools/equipment documentation.

6. International Distribution Agreement. For the purposes of defining certain rights and obligations in regards to the limited production rights granted hereunder, the terms and conditions of the International Distribution Agreement referenced in Section 2 above shall apply to this Agreement. Such incorporation shall not in any way be construed as creating a distributor relationship between OEM and CORPORATION.

7. Termination. This Agreement shall terminate automatically if OEM assigns or attempts to assign its rights under this Agreement to any third party except as expressly agreed to in writing by CORPORATION OEM may terminate this Agreement on thirty (30) days prior written notice to CORPORATION, however, OEM shall not be entitled to a refund or credit for any amounts paid if CORPORATION has not receive payment as set forth in Section 3 above or if OEM otherwise breaches this Agreement.

On termination of this Agreement, OEM shall, at CORPORATION'S direction, either immediately return or destroy the products/tools/ equipment master copies and all portions and copies, and if requested by CORPORATION, certify in writing that all copies have been so returned or destroyed.

8. Limited Warranty and Remedy. CORPORATION agrees to warrant the products/tools/equipment master copies in accordance with the warranty provisions set forth in Section 8 of the International Distribution Agreement. Copies of the products/tools/equipment made by OEM shall be excluded from such warranties.

9. Limitation of Liability/Indemnity. The limitation of liability provisions set forth in Section 9 of the International Distribution Agreement shall apply to this Agreement. In addition, COMPANY AGREES TO HOLD CORPORATION AND CORPORATION'S VENDORS HARMLESS FROM ALL CLAIMS OR LIABILITY (WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT OR OTHERWISE) ARISING DIRECTLY OR INDIRECTLY FROM COMPANY'S ACTIVITIES UNDER THIS AGREEMENT

10. Export Administration/Compliance With Laws. OEM expressly agrees to comply with Section 13 of the International Distribution Agreement relating to compliance with Australian government export administration regulations and other applicable laws and regulations.

IN WITNESS WHEREOF, OEM and CORPORATION hereby duly execute this Agreement on the date first written above.

By:___________________________

Title:________________________

By:___________________________

Title:________________________

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